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8-KThe WireRoutine

Shareholder Vote

Filed Apr 27, 2022 · 4y ago · Accession 0001564590-22-016147

Plain English

Material event — a significant development the company must disclose promptly.

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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 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 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
Filing details
Ticker
TRMK
CIK
36146
Form type
8-K
Filing date
Apr 27, 2022
Report date
Apr 26, 2022
Document
trmk-8k_20220426.htm
Size
210 KB