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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.

Read the source below for the full document.

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
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