false 0000036146 0000036146 2022-04-26 2022-04-26

 

 

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

 

April 26, 2022

Date of Report (Date of earliest event reported)

TRUSTMARK CORPORATION

(Exact name of registrant as specified in its charter)

 

Mississippi

 

000-03683

 

64-0471500

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

248 East Capitol Street, Jackson, Mississippi

 

39201

(Address of principal executive offices)

 

(Zip Code)

 

 

 

Registrant’s telephone number, including area code:

 

(601) 208-5111

 

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:

 

☐

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 Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, no par value

TRMK

Nasdaq Global Select Market

 

Indicate by check mark whether the registrant is an emerging growth company 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.

 

At Trustmark's Annual Meeting held on April 26, 2022, four proposals were submitted to Trustmark's shareholders, which are described in detail in Trustmark’s Proxy Statement.  The final results for the votes regarding the proposals are set forth below.

  

Proposal #1:  Election of directors.

 

Trustmark’s shareholders elected the eleven directors named below to serve until the 2023 annual shareholders’ meeting or until their successors have been elected and qualified.  The votes cast for each of the eleven directors, who constitute the entire Board of Directors of Trustmark following the meeting, are set forth below:

 

For

 

Against

 

Abstain

 

Broker
Non-Votes

Adolphus B. Baker

42,283,409

 

  2,849,849

 

 

45,899

 

7,304,728

William A. Brown

43,022,003

 

2,114,640

 

 

42,514

 

7,304,728

Augustus L. Collins

44,962,946

 

  176,523

 

 

39,688

 

7,304,728

Tracy T. Conerly

42,938,458

 

2,205,548

 

 

35,151

 

7,304,728

Duane A. Dewey

44,780,605

 

346,626

 

 

51,926

 

7,304,728

Marcelo Eduardo

42,942,501

 

2,201,424

 

 

35,232

 

7,304,728

J. Clay Hayes, Jr., M.D.

42,924,003

 

2,208,088

 

 

47,066

 

7,304,728

Gerard R. Host

44,606,183

 

513,041

 

 

59,933

 

7,304,728

Harris V. Morrissette

44,944,785

 

195,247

 

 

39,125

 

7,304,728

Richard H. Puckett

38,080,516

 

7,051,373

 

 

47,268

 

7,304,728

William G. Yates III

44,775,600

 

356,579

 

 

46,978

 

7,304,728

 

Proposal #2:   Advisory vote to approve executive compensation.

 

Trustmark’s shareholders approved, on an advisory basis, the compensation of Trustmark’s executive officers as disclosed in the Proxy Statement.  The votes regarding Proposal #2 were as follows:

 

For

 

Against

 

Abstain

 

Broker
Non-Votes

43,829,785

 

1,201,424

 

147,948

 

7,304,728

 

Proposal #3:   Advisory vote to increase the number of authorized shares of common stock.

 

Trustmark’s shareholders approved an amendment of the Trustmark Corporation Amended and Restated Stock and Incentive Compensation Plan to increase the number of authorized shares that may be issued under the Plan and to update the Plan’s provisions addressing dividends and dividend equivalents. The votes regarding Proposal #3 were as follows:

 

For

 

Against

 

Abstain

 

Broker
Non-Votes

43,488,514

 

1,559,987

 

130,656

 

7,304,728

 

Proposal #4:   Ratification of the selection of Crowe LLP.

 

Trustmark’s shareholders ratified the selection of Crowe LLP as Trustmark’s independent auditor for the fiscal year ending December 31, 2022.  The votes regarding Proposal #4 were as follows:

 

For

 

Against

 

Abstain

 

Broker
Non-Votes

52,307,658

 

131,183

 

45,044

 

—

 

 

 

 

 

 

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.

 

TRUSTMARK CORPORATION

 

BY:

 

/s/ Thomas C. Owens 

 

 

Thomas C. Owens

 

 

Treasurer and Principal Financial Officer

 

 

 

DATE:

 

April 27, 2022

 

 

 

 

 

 

 

 

 

 

 

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