0001115055FALSE00011150552022-04-192022-04-190001115055us-gaap:CommonClassAMember2022-04-192022-04-190001115055us-gaap:NoncumulativePreferredStockMember2022-04-192022-04-19

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, 2022

PINNACLE FINANCIAL PARTNERS, INC.
(Exact name of registrant as specified in charter)
Tennessee000-3122562-1812853
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
 Identification No.)
150 Third Avenue South, Suite 900, Nashville, Tennessee 37201
(Address of principal executive offices) (Zip Code)


Registrant's telephone number, including area code:   (615) 744-3700
N/A
(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))

Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of Each ClassTrading SymbolName of Exchange on which Registered
Common Stock par value $1.00PNFPThe Nasdaq Stock Market LLC
Depositary Shares (each representing a 1/40th interest in a share of 6.75% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series B)PNFPPThe Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 5.07 Submission of Matters to a Vote of Security Holders

Pinnacle Financial Partners, Inc., a Tennessee corporation (the "Company") held its 2022 Annual Meeting of Shareholders (the "Annual Meeting") on April 19, 2022. At the Annual Meeting, Abney S. Boxley, III, Charles E. Brock, Renda J. Burkhart, Gregory L. Burns, Richard D. Callicutt, II, Marty G. Dickens, Thomas C. Farnsworth, III, Joseph C. Galante, Glenda Baskin Glover, David B. Ingram, Decosta E. Jenkins, Robert A. McCabe, Jr., Reese L. Smith, III, 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, 2022, and (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 7, 2022 (the "Proxy Statement").

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, 2022 and the non-binding, advisory approval of compensation for 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:
ForAgainstAbstainBroker Non-Votes
Abney S. Boxley, III59,858,4671,437,064690,5997,296,766
Charles E. Brock61,044,799252,598688,6937,296,766
Renda J. Burkhart61,050,654241,816693,6207,296,766
Gregory L. Burns59,538,7261,722,201725,1637,296,766
Richard D. Callicutt, II60,227,7971,061,509696,7847,296,766
Marty G. Dickens59,709,8861,586,339689,8657,296,766
Thomas C. Farnsworth, III59,752,1701,544,636689,2847,296,766
Joseph C. Galante59,738,9061,537,063710,1217,296,766
Glenda Baskin Glover58,991,9592,306,041688,0907,296,766
David B. Ingram61,045,211247,409693,4707,296,766
Decosta E. Jenkins61,043,783254,938687,3697,296,766
Robert A. McCabe, Jr.60,190,4791,107,899687,7127,296,766
Reese L. Smith, III58,779,0032,367,311839,7767,296,766
G. Kennedy Thompson60,674,266615,636696,1887,296,766
M. Terry Turner61,038,416260,999686,6757,296,766


(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, 2022 was approved by the following tabulation:
ForAgainstAbstain
66,693,0381,895,444694,374


(3) The non-binding, advisory basis, vote on the compensation of the Company’s named executive officers was approved by the following tabulation:
ForAgainstAbstainBroker Non-Votes
57,938,6543,112,317935,1197,296,766



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.



                        By: /s/ Harold R. Carpenter
                    Name: Harold R. Carpenter
                         Title:    Executive Vice President and
                            Chief Financial Officer



Date:    April 22, 2022