8-K

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

December 16, 2020

Date of report (Date of earliest event reported)

RENASANT CORPORATION

(Exact name of registrant as specified in its charter)

Mississippi	001-13253	64-0676974
(State or other jurisdiction<br><br>of incorporation)	(Commission<br><br>File Number)	(I.R.S. Employer<br><br>Identification No.)

209 Troy Street, Tupelo, Mississippi 38804-4827

(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (662) 680-1001

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, $5.00 par value per share	RNST	The NASDAQ Stock Market LLC

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

On December 16, 2020, the Board of Directors of Renasant Corporation (the “Company”) adopted an amendment to the Company’s Deferred Stock Unit Plan (“DSU Plan”), effective January 1, 2021. The DSU Plan permits directors, executive officers and other key employees of the Company to voluntarily defer compensation; deferred amounts are applied to the acquisition of units, each such unit representing a share of the Company’s $5.00 par value per share common stock (“Common Stock”).

The amendment to the DSU Plan reserves an additional 150,000 shares of Common Stock for issuance under the plan. Upon the January 1, 2021 effective date of the amendment, an aggregate of 467,500 shares of Common Stock will have been reserved for issuance under the plan, with 172,000 remaining available for issuance.

The amendment to the DSU Plan is filed as Exhibit 10.1 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are being furnished herewith and this list shall constitute the exhibit index:

Exhibit Number	Description of Exhibit
10.1	Amendment No. 5 to the Renasant Corporation Deferred Stock Unit Plan
104	The cover page of Renasant Corporation’s Form 8-K is formatted in Inline XBRL

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.

	RENASANT CORPORATION
Date: December 18, 2020	By:	/s/ C. Mitchell Waycaster
		C. Mitchell Waycaster
		President and Chief Executive Officer

Document

Exhibit 10.1

RENASANT CORPORATION

DEFERRED STOCK UNIT PLAN

Amendment No. 5

(Additional Shares)

WHEREAS, Renasant Corporation (the “Company”) maintains the Renasant Corporation Deferred Stock Unit Plan, a non-qualified deferred compensation plan originally effective January 1, 2002, most recently amended and restated effective January 1, 2005, and as further amended (the “Plan”);

WHEREAS, Section 11.4 of the Plan permits its amendment by the Board of Directors of the Company (the “Board”), and the Board has determined that an amendment to increase the number of shares reserved for issuance under the Plan and to authorize certain other administrative actions is now necessary and appropriate;

NOW, THEREFORE, effective as of January 1, 2021, the Plan shall be amended as follows:

1.    Section 11.6 of the Plan, entitled “Company Stock Units,” shall be amended as follows:

a.    Subsection a. of Section 11.6 shall be amended and restated to read in its entirety as follows:

“a.    As of January 1, 2021, an aggregate of 467,500 shares of Company Stock shall be reserved for issuance under the Plan, which shares may be authorized but unissued shares, treasury shares or shares acquired on the open market or by private purchase. Such shares shall consist of an aggregate of approximately 22,000 shares previously reserved for issuance hereunder, which remain available for issuance as of such date, and an additional 150,000 newly-reserved shares. For purposes hereof, Company Stock shall be deemed ‘issued’ when credited to an Account in the form of Company Stock Units or when distributed from the Plan (to the extent not previously considered issued hereunder).”

b.    Subsection d. shall be added to Section 11.6 to read in its entirely as follows:

“d.    The number of shares of Company Stock reserved hereunder shall be reduced by the number of shares deemed issued from time to time; the number of shares of Company Stock reserved for issuance hereunder shall be increased by the number of shares of stock withheld as provided in Section 10.5 hereof.”

2.    Section 10.5 of the Plan, entitled “Taxes,” shall be amended and restated as follows:

“10.5    Taxes. As a condition of settlement of any Account hereunder, the Company shall withhold and remit such Federal, state or local taxes as may be required by law to be withheld and remitted. The rate of such withholdings shall be determined as the aggregate of: (a) for Federal income taxes, the applicable supplemental wage rate; (b) the applicable employment tax rate or rates; and (c) for state income taxes, the applicable maximum marginal rate. Notwithstanding the foregoing and subject to the consent of the Company, a Participant may direct withholding using a different Federal income tax rate, which rate shall not be more than the maximum marginal tax rate or less than the applicable supplemental wage rate.

Unless a Participant has otherwise satisfied his or her withholding obligations to the reasonable satisfaction of the Company, the Company shall withhold from the delivery of Company Stock hereunder shares with a Fair Market Value equal to such Participant’s withholding obligations as determined hereunder.”

THIS AMENDMENT NO. 5 was approved by the Board of Directors on December 16, 2020.

RENASANT CORPORATION

By: /s/ C. Mitchell Waycaster

C. Mitchell Waycaster

President and Chief Executive Officer

Date: December 18, 2020

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