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
|
—
|