Item 5.07 Submission of Matters to a Vote of Security Holders
Pinnacle Financial Partners, Inc., a Tennessee corporation (the "Company") held
its 2023 Annual Meeting of Shareholders (the "Annual Meeting") on April 18,
2023. At the Annual Meeting, Abney S. Boxley, III, Charles E. Brock, Renda J.
Burkhart, Gregory L. Burns, Richard D. Callicutt, II, Thomas C. Farnsworth, III,
Joseph C. Galante, Glenda Baskin Glover, David B. Ingram, Decosta E. Jenkins,
Robert A. McCabe, Jr., G. Kennedy Thompson and M. Terry Turner were elected as
directors of the Company to hold office for a term of one year and until their
successors are duly elected and qualified. In addition, at the Annual Meeting,
the shareholders (i) ratified the appointment of Crowe LLP as the Company's
independent registered public accounting firm for the fiscal year ending
December 31, 2023, (ii) approved, on a non-binding, advisory basis, the
compensation of the Company's named executive officers as disclosed in the
Company's Definitive Proxy Statement on Schedule 14A, filed with the Securities
and Exchange Commission on March 9, 2023 (the "Proxy Statement"), and (iii) on a
non-binding, advisory basis, recommended the option of every year for the
frequency with which the Company should hold future non-binding, advisory votes
on the compensation of the Company's named executive officers.
The final voting results of the director elections, ratification of the
appointment of Crowe LLP as the Company's independent registered public
accounting firm for the fiscal year ending December 31, 2023, the non-binding,
advisory approval of compensation for the Company's named executive officers,
and recommendation of the frequency of future non-binding, advisory votes on the
compensation of the Company's named executive officers, which were described in
more detail in the Proxy Statement, are set forth below.
(1) Each director nominee was elected by the following tabulation:
For Against Abstain Broker Non-Votes
Abney S. Boxley, III 57,909,061 2,066,118 901,426 7,199,916
Charles E. Brock 58,774,091 1,201,203 901,311 7,199,916
Renda J. Burkhart 59,480,101 490,643 905,861 7,199,916
Gregory L. Burns 57,244,678 2,720,096 911,831 7,199,916
Richard D. Callicutt, II 58,697,994 1,247,621 930,990 7,199,916
Thomas C. Farnsworth, III 56,776,681 3,198,668 901,256 7,199,916
Joseph C. Galante
58,750,417 1,228,990 897,198 7,199,916
Glenda Baskin Glover 53,378,259 6,597,569 900,777 7,199,916
David B. Ingram
59,587,584 399,542 889,479 7,199,916
Decosta E. Jenkins 57,921,990 2,044,882 909,733 7,199,916
Robert A. McCabe, Jr. 58,287,908 1,696,897 891,800 7,199,916
G. Kennedy Thompson
57,639,283 2,328,226 909,096 7,199,916
M. Terry Turner 59,410,484 570,793 895,328 7,199,916
(2) The ratification of the appointment of Crowe LLP as the Company's
independent registered public accounting firm for the fiscal year ending
December 31, 2023 was approved by the following tabulation:
For Against Abstain
65,174,906 2,001,996 899,619
(3) The non-binding, advisory vote on the compensation of the Company's named
executive officers was approved by the following tabulation:
For Against Abstain Broker Non-Votes
46,635,085 13,218,333 1,023,187 7,199,916
--------------------------------------------------------------------------------
(4) The non-binding, advisory vote on the frequency with which the Company
should hold future non-binding, advisory votes on the compensation of the
Company's named executive officers received the following votes:
One Year Two Years Three Years Abstain Broker Non-Votes
57,917,768 33,616 1,989,091 936,130 7,199,916
In light of selection by the shareholders at the Annual Meeting of the option to
hold future non-binding, advisory votes on the compensation of the Company's
named executive officers every year, the Company's Board of Directors determined
on April 18, 2023 to hold non-binding, advisory votes on the compensation of the
Company's named executive officers every year, until the next required
non-binding, advisory vote on the frequency of future non-binding, advisory
votes on the compensation of the Company's named executive officers. The Company
is required to hold a non-binding, advisory vote on the frequency of future
non-binding, advisory votes on the compensation of the Company's named executive
officers no less frequently than every six years.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses