UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 19, 2016
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PINNACLE FINANCIAL PARTNERS, INC.
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(Exact name of registrant as specified in charter)
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Tennessee
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000-31225
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62-1812853
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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150 Third Avenue South, Suite 900, Nashville, Tennessee
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37201
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area code: (615) 744-3700
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.07 Submission of Matters to a Vote of Security Holders.
Pinnacle Financial Partners, Inc., a Tennessee corporation (the "Company"), held its 2016 Annual Meeting of Shareholders (the "Annual Meeting") on April 19, 2016. At the Annual Meeting, Harold Gordon Bone, Charles E. Brock, Renda J. Burkhart, Gregory L. Burns, Colleen Conway-Welch, Thomas C. Farnsworth, III, Glenda Baskin Glover, William F. Hagerty, IV, Ed C. Loughry, Jr., Gary L. Scott 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 to these individuals, Robert A. McCabe, Jr., William H. Huddleston, IV and Reese L. Smith, III, each of whom was previously elected to the Company's board of directors for a term expiring at the Company's annual meeting of shareholders to be held in 2017, remains a director of the Company. In addition, at the Annual Meeting, the shareholders (i) 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 filed with the Securities and Exchange Commission on March 10, 2016 (the "Proxy Statement") and (ii) ratified the appointment of Crowe Horwath LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2016.
The final voting results of the director elections, non-binding, advisory approval of compensation for the Company's named executive officers and ratification of the appointment of Crowe Horwath LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2016, which were described in more detail in the Proxy Statement, are set forth below.
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(1)
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Each director was elected by the following tabulation:
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For
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Against
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Abstain
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Broker Non-Votes
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Harold Gordon Bone
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28,942,052
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132,288
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986,113
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6,115,426
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Charles E. Brock
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28,960,943
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114,173
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985,337
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6,115,426
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Renda J. Burkhart
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28,952,431
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122,094
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985,928
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6,115,426
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Gregory L. Burns
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28,812,161
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263,780
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984,512
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6,115,426
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Colleen Conway-Welch
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28,790,895
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282,427
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987,131
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6,115,426
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Thomas C. Farnsworth, III
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28,953,166
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117,624
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989,663
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6,115,426
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Glenda Baskin Glover
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28,943,047
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121,695
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995,711
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6,115,426
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William F. Hagerty, IV
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28,940,988
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122,055
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997,410
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6,115,426
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Ed C. Loughry, Jr.
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28,929,326
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138,345
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992,782
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6,115,426
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Gary L. Scott
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28,954,199
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115,575
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990,679
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6,115,426
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M. Terry Turner
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28,971,264
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99,781
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989,408
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6,115,426
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(2)
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The non-binding advisory vote on the compensation of the Company's named executive officers was approved by the following tabulation:
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For
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Against
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Abstain
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Broker Non-Votes
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27,888,096
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1,145,090
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1,027,267
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6,115,426
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(3)
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The ratification of the appointment of Crowe Horwath LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2016 was approved by the following tabulation:
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For
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Against
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Abstain
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Broker Non-Votes
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35,115,760
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58,606
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1,001,513
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N/A
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
PINNACLE FINANCIAL PARTNERS, INC.
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By:
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/s/Harold R. Carpenter
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Name:
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Harold R. Carpenter
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Title:
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Executive Vice President and
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Chief Financial Officer
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Date: April 21, 2016