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
January 17, 2012
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 of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
209 Troy Street, Tupelo, Mississippi 38804-4827
(Address of principal executive offices)(Zip Code)
Registrants 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)) |
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 17, 2012, the Board of Directors of Renasant Corporation (the Board)(the Company) adopted an amendment to the Companys Deferred Stock Unit Plan (DSU Plan), as more fully described below.
The DSU Plan permits executive officers, directors, managers, and other key employees to voluntarily defer compensation; deferred amounts are applied to the acquisition of units, each such unit representing a share of the Companys $5.00 par value per share common stock (Common Stock). The number of units so acquired is based upon the per share fair market value of Common Stock. Units are credited to a bookkeeping account and distributed at the end of each deferral period, generally upon separation from service, death or disability. Distributions are made in the form of Common Stock.
An aggregate of 67,500 shares of Common Stock was originally reserved for issuance under the DSU Plan, as adjusted for the Companys stock splits on December 1, 2003 and August 28, 2006. An additional 100,000 shares were reserved for issuance thereunder, effective as of June 5, 2007. Amendment No. 4 to the DSU Plan, effective as of January 17, 2012, reserves an additional 150,000 shares of Common Stock, resulting in an aggregate of 317,500 shares of Common Stock reserved for issuance under the plan.
The amendment to the DSU Plan is filed as Exhibit 99.1 to this Form 8-K.
Item 9.01 | Financial Statements and Exhibits. |
(d) | The following exhibit is filed herewith: |
Exhibit No. |
Description |
|
99.1 | Amendment No. 4 to the Renasant Corporation Deferred Stock Unit Plan |
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: January 23, 2012 | By: | /s/ E. Robinson McGraw | ||||
E. Robinson McGraw, Chairman, | ||||||
President and Chief Executive Officer |
Exhibit 99.1
RENASANT CORPORATION
DEFERRED STOCK UNIT PLAN
Amendment No. 4
(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 issuable under the Plan is now necessary and appropriate;
Now, Therefore , the first sentence of Section 11.6(a) of the Plan shall be amended and restated in its entirety as follows:
a. | An aggregate of 317,500 shares of Company Stock shall be reserved for issuance hereunder, as the same may be adjusted in accordance under Section 11.6 hereof, 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 (i) 67,500 shares of Company Stock originally reserved hereunder, as adjusted for the Companys stock splits on December 1, 2003 and August 28, 2006; (ii) an additional 100,000 shares of Company Stock reserved pursuant to Amendment No. 2, effective as of June 5, 2007; and (iii) an additional 150,000 shares reserved for issuance hereunder. |
This Amendment No. 4 was adopted by the Board of Directors on January 17, 2012, to be effective as of such date.
RENASANT CORPORATION