Pinnacle Financial Partners Inc.

04/26/2024 | Press release | Distributed by Public on 04/26/2024 10:54

Submission of Matters to a Vote of Security Holders - Form 8-K

Item 5.02 Departure of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As described below under Item 5.07, at the 2024 Annual Meeting of Shareholders (the "Annual Meeting") of Pinnacle Financial Partners, Inc., a Tennessee corporation (the "Company"), held on April 23, 2024, the Company's common shareholders approved the Pinnacle Financial Partners, Inc. Second Amended and Restated 2018 Omnibus Equity Incentive Plan (the "Second Amended and Restated 2018 Equity Incentive Plan"), that (i) increased the maximum number of shares of the Company's common stock that may be issued under the Second Amended and Restated 2018 Equity Incentive Plan by 1,000,000 shares, (ii) extended the term of the Second Amended and Restated 2018 Equity Incentive Plan to April 23, 2034 and (iii) made certain immaterial changes. A summary of the material terms of the Second Amended and Restated 2018 Equity Incentive Plan is set forth on pages 41 to 48 of the Company's Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on March 11, 2024 (the "Proxy Statement"), and is incorporated herein by reference. That summary and the foregoing description are qualified in their entirety by reference to the text of the Second Amended and Restated 2018 Equity Incentive Plan, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.