8-K
TRUSTMARK CORP (TRMK)
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 CORPORATION
(Exact name of registrant as specified in its charter)
| Mississippi | 000-03683 | 64-0471500 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission<br><br>File Number) | (IRS Employer<br><br>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<br>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<br>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<br>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<br><br>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 |