Item 5.07 Submission of Matters to a Vote of Security Holders
Pinnacle Financial Partners, Inc., a Tennessee corporation (the "Company") held its 2023 Annual Meeting of Shareholders (the "Annual Meeting") on April 18, 2023. At the Annual Meeting, Abney S. Boxley, III, Charles E. Brock, Renda J. Burkhart, Gregory L. Burns, Richard D. Callicutt, II, Thomas C. Farnsworth, III, Joseph C. Galante, Glenda Baskin Glover, David B. Ingram, Decosta E. Jenkins, Robert A. McCabe, Jr., G. Kennedy Thompson and M. Terry Turner were elected as directors of the Company to hold office for a term of one year and until their successors are duly elected and qualified. In addition, at the Annual Meeting, the shareholders (i) ratified the appointment of Crowe LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023, (ii) approved, on a non-binding, advisory basis, the compensation of the Company's named executive officers as disclosed in the Company's Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on March 9, 2023 (the "Proxy Statement"), and (iii) on a non-binding, advisory basis, recommended the option of every year for the frequency with which the Company should hold future non-binding, advisory votes on the compensation of the Company's named executive officers.
The final voting results of the director elections, ratification of the appointment of Crowe LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023, the non-binding, advisory approval of compensation for the Company's named executive officers, and recommendation of the frequency of future non-binding, advisory votes on the compensation of the Company's named executive officers, which were described in more detail in the Proxy Statement, are set forth below.
(1) Each director nominee was elected by the following tabulation: | | | | | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Votes |
Abney S. Boxley, III | 57,909,061 | 2,066,118 | 901,426 | 7,199,916 |
Charles E. Brock | 58,774,091 | 1,201,203 | 901,311 | 7,199,916 |
Renda J. Burkhart | 59,480,101 | 490,643 | 905,861 | 7,199,916 |
Gregory L. Burns | 57,244,678 | 2,720,096 | 911,831 | 7,199,916 |
Richard D. Callicutt, II | 58,697,994 | 1,247,621 | 930,990 | 7,199,916 |
Thomas C. Farnsworth, III | 56,776,681 | 3,198,668 | 901,256 | 7,199,916 |
Joseph C. Galante | 58,750,417 | 1,228,990 | 897,198 | 7,199,916 |
Glenda Baskin Glover | 53,378,259 | 6,597,569 | 900,777 | 7,199,916 |
David B. Ingram | 59,587,584 | 399,542 | 889,479 | 7,199,916 |
Decosta E. Jenkins | 57,921,990 | 2,044,882 | 909,733 | 7,199,916 |
Robert A. McCabe, Jr. | 58,287,908 | 1,696,897 | 891,800 | 7,199,916 |
G. Kennedy Thompson | 57,639,283 | 2,328,226 | 909,096 | 7,199,916 |
M. Terry Turner | 59,410,484 | 570,793 | 895,328 | 7,199,916 |
(2) The ratification of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was approved by the following tabulation:
| | | | | | | | |
For | Against | Abstain |
65,174,906 | 2,001,996 | 899,619 |
(3) The non-binding, advisory vote on the compensation of the Company’s named executive officers was approved by the following tabulation:
| | | | | | | | | | | |
For | Against | Abstain | Broker Non-Votes |
46,635,085 | 13,218,333 | 1,023,187 | 7,199,916 |
(4) The non-binding, advisory vote on the frequency with which the Company should hold future non-binding, advisory votes on the compensation of the Company’s named executive officers received the following votes: | | | | | | | | | | | | | | |
One Year | Two Years | Three Years | Abstain | Broker Non-Votes |
57,917,768 | 33,616 | 1,989,091 | 936,130 | 7,199,916 |
In light of selection by the shareholders at the Annual Meeting of the option to hold future non-binding, advisory votes on the compensation of the Company's named executive officers every year, the Company's Board of Directors determined on April 18, 2023 to hold non-binding, advisory votes on the compensation of the Company's named executive officers every year, until the next required non-binding, advisory vote on the frequency of future non-binding, advisory votes on the compensation of the Company's named executive officers. The Company is required to hold a non-binding, advisory vote on the frequency of future non-binding, advisory votes on the compensation of the Company's named executive officers no less frequently than every six years.