8-KThe WireRoutine
Shareholder Vote
Filed Apr 26, 2023 · 3y ago · Accession 0000950170-23-014892
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗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 25, 2023
Date of Report (Date of earliest event reported)
TRUSTMARK CORP ORATION
(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 25, 2023, five 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 2024 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
37,468,993
3,287,031
72,190
8,459,702
William A. Brown
40,559,941
202,105
66,168
8,459,702
Augustus L. Collins
40,574,318
194,981
58,915
8,459,702
Tracy T. Conerly
38,506,163
2,262,638
59,413
8,459,702
Duane A. Dewey
40,267,354
477,427
83,433
8,459,702
Marcelo Eduardo
38,375,517
2,396,556
56,141
8,459,702
J. Clay Hays, Jr., M.D.
38,423,426
2,346,622
58,166
8,459,702
Gerard R. Host
40,171,574
571,631
85,009
8,459,702
Harris V. Morrissette
40,518,022
233,152
77,040
8,459,702
Richard H. Puckett
33,867,735
6,885,887
74,592
8,459,702
William G. Yates III
40,348,372
411,554
68,288
8,459,702
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
39,118,236
1,592,832
117,146
8,459,702
Proposal #3: Advisory vote on the frequency of advisory votes on Trustmark’s executive compensation.
Trustmark’s shareholders approved, on an advisory basis, the option of every one year for the frequencey of advisory votes on Trustmark's executive compensation. The votes regarding Proposal #3 were as follows:
1 Year
2 Years
3 Years
Abstain
36,600,772
87,736
4,047,144
92,562
Proposal #4: Approval of an amendment and restatement of Trustmark’s articles of incorporation to provide for exculpation of directors in accordance with Mississippi law.
Trustmark’s shareholders approved the amended and restated articles of incorporation, attached as Annex A to the Proxy Statement, that provides for exculpation of directors in accordance with Mississippi law. The votes regarding Proposal #4 were as follows:
For
Against
Abstain
Broker
Non-Votes
39,492,501
1,262,908
72,805
8,459,702
Proposal #5: 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, 2023. The votes regarding Proposal #5 were as follows:
For
Against
Abstain
Broker
Non-Votes
48,572,823
601,645
113,448
—
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 26, 2023
Filing details
- Company
- TRUSTMARK CORP
- Ticker
- TRMK
- CIK
- 36146
- Form type
- 8-K
- Filing date
- Apr 26, 2023
- Report date
- Apr 25, 2023
- Document
- trmk-20230425.htm
- Size
- 283 KB