Renasant Corp 8-K, filed Apr 30, 2021
Renasant Corp (RNST)
8-K
2021-04-30
For: 2021-04-27
View Original
Added on
April 12, 2026
About this 8-K
Renasant Corp filed this 8-K on April 30, 2021, reporting on events of April 27, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
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
Date of report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
(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:
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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 April 27, 2021, Renasant Corporation (“Renasant”) and its Executive Chairman E. Robinson McGraw entered into an amendment to Mr. McGraw’s employment agreement. The amendment extends the term of the employment agreement to May 1, 2024; thereafter, the agreement automatically renews for additional one-year periods unless either Renasant or Mr. McGraw provide the other 90 days’ prior written notice of non-renewal. In addition, the amendment provides that, except for reductions applicable to all Renasant officers, Mr. McGraw’s base salary, annual cash bonus and long-term equity awards may not be reduced from levels in effect as of the April 27, 2021 effective date of the amendment (but, where applicable, such awards may remain subject to the achievement of performance measures and/or the completion of designated service periods). Finally, under the amendment, Renasant is obligated to appoint Mr. McGraw to the Board of Directors of Renasant and its wholly-owned subsidiary Renasant Bank for so long as Mr. McGraw remains a Renasant employee and all age restrictions relating to service on either board shall be waived.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 27, 2021, the Board of Directors adopted an amendment to Renasant’s Amended and Restated Bylaws (the “Bylaws”). As amended, the Bylaws now permit a director to receive more than three one-year waivers of both the prohibition on a director standing for election after attaining age 72 and the requirement to resign at the next regular meeting of Renasant’s shareholders, if Renasant and such director have entered into an agreement providing for such additional waivers which the Board of Directors has approved.
The foregoing description of the Articles of Amendment to the Bylaws is qualified in its entirety by reference to the full text of the Articles of Amendment, a copy of which is included as Exhibit 3(ii) to this Current Report on Form 8-K and incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Renasant held its 2021 Annual Meeting of Shareholders on April 27, 2021. Proxies were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition to Renasant’s solicitations. At the meeting, shareholders voted on the following proposals:
1.To elect four Class 1 directors, each to serve a three-year term expiring 2024;
2.To elect one Class 3 director, to serve a two-year term expiring 2023;
3.To adopt a non-binding, advisory resolution approving the compensation of Renasant’s named executive officers in 2020; and
4.To ratify the appointment of HORNE LLP as Renasant’s independent registered public accountants for 2021.
All of Renasant’s nominees for directors as listed in the proxy statement were elected with the following vote:
For | Votes Withheld | |||||||
| Class 1 Directors (term expiring in 2024) | ||||||||
| Donald Clark Jr. | 41,916,011 | 966,811 | ||||||
| Albert J. Dale, III | 41,597,216 | 1,285,606 | ||||||
| Connie L. Engel | 42,453,142 | 429,680 | ||||||
| C. Mitchell Waycaster | 42,289,287 | 593,535 | ||||||
| Class 3 Director (term expiring in 2023) | ||||||||
| John T. Foy | 40,440,476 | 2,442,346 | ||||||
There were 5,737,579 broker non-votes for each director on these proposals.
The non-binding, advisory resolution approving the compensation of Renasant’s named executive officers in 2020 was approved with the following vote:
| For | Against | Abstentions | Broker Non-Votes | ||||||||
| 41,650,064 | 1,011,474 | 221,284 | 5,737,579 | ||||||||
The appointment of HORNE LLP as Renasant’s independent registered public accountants for 2021 was ratified with the following vote:
For | Against | Abstentions | Broker Non-Votes | ||||||||
| 48,328,964 | 253,425 | 38,012 | — | ||||||||
Item 9.01. Financial Statements and Exhibits.
(d) The following exhibits are furnished herewith:
Exhibit No. Description
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: April 30, 2021 | By: | /s/ C. Mitchell Waycaster | |||||||||
| C. Mitchell Waycaster | |||||||||||
| President and Chief Executive Officer | |||||||||||
Exhibit 3(ii)
ARTICLES OF AMENDMENT
TO
THE AMENDED AND RESTATED BYLAWS
OF
RENASANT CORPORATION
Pursuant to the provisions of Section 79-4-10.20 of the Mississippi Business Corporation Act and in accordance with the Amended and Restated Bylaws of Renasant Corporation (the “Bylaws”), the Board of Directors hereby adopts the following Articles of Amendment to the Amended and Restated Bylaws of Renasant Corporation:
The Bylaws are hereby amended in the following respects:
(a) Article III, Section 2 is amended by deleting in its entirety the sentence reading “Any waiver approved by the board of directors, whether a waiver of the prohibition on a director standing for election after attaining the age of seventy-two (72) years or the requirement that a director who attains the age of seventy-two (72) years during his or her elected term resign from the board of directors at the next regular meeting of stockholders, shall be effective for one (1) year, and no director shall be entitled to receive more than three (3) such waivers.” and inserting the following sentence therefor:
Any waiver approved by the board of directors, whether a waiver of the prohibition on a director standing for election after attaining the age of seventy-two (72) years or the requirement that a director who attains the age of seventy-two (72) years during his or her elected term resign from the board of directors at the next regular meeting of stockholders, shall be effective for one (1) year, and, unless otherwise provided for by contract or other agreement between the corporation and a director that the board of directors has approved or ratified, no director shall be entitled to receive more than three (3) such waivers.
(b) Except as amended hereby, the Bylaws shall remain in full force and effect.
These Articles of Amendment were approved by the Board of Directors of Renasant Corporation on April 27, 2021.
/s/ Mark W. Jeanfreau
Mark W. Jeanfreau, Secretary