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
December
8, 2009
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 of incorporation)
|
(Commission
File Number)
|
(IRS
Employer 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:
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
o
|
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 Principal
Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On
December 8, 2009 at a regularly scheduled meeting, the Board of Directors of
Trustmark National Bank, our subsidiary, approved the recommendation of the
Human Resources Committee of the Board of Directors to increase the base
salaries of two of our named executive officers. These named
executive officers are Gerard R. Host, President and Chief Operating Officer,
Trustmark National Bank, and Breck W. Tyler, Executive Vice President and
Mortgage Services Manager, Trustmark National Bank.
Base Salaries
The table
below sets forth the base salaries recommended by our Human Resources Committee
and approved by the Board of Directors of Trustmark National Bank for the two
named executive officers:
| Name | Base Salary | |||
| Gerard R. Host | $ | 450,000 | ||
| Breck W. Tyler | $ | 285,000 | ||
These
salary increases will be, consistent with the recommendation of the Human
Resources Committee, effective as of October 1, 2009. The
recommendation of the Human Resources Committee was made at its October 14, 2009
meeting. The salary increase for Mr. Host represents an increase of
approximately 21% over his prior base salary, and the salary increase for Mr.
Tyler represents an increase of approximately 73% over his prior base
salary.
The Human
Resources Committee recommended that Mr. Host’s base salary be increased in
order to better align his salary with those of the chief operating officers of
other banks in our peer group. As to the compensation package of
Breck W. Tyler, Executive Vice President and Mortgage Services Manager, in the
past his package differed from that of other of our named executive officers in
that a significantly higher proportion of Mr. Tyler’s total compensation
consisted of a cash bonus as a result of the quarterly production incentives
based on the mortgage department’s production. As disclosed in our
proxy statement (as amended), the quarterly production incentive typically
accounted for approximately 41% of Mr. Tyler’s total annual
compensation. Cash bonus payments made under both (a) the quarterly
production incentives and (b) our management incentive plan accounted for
approximately 51% of Mr. Tyler’s total compensation earned in
2008. The Board of Directors of Trustmark National Bank accepted the
Human Resources Committee’s recommendation that Mr. Tyler’s base salary be
increased, in order to align the structure of his compensation package with that
of our other named executive officers.
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/
Louis E. Greer
|
|
Louis
E. Greer
|
|
|
Treasurer
and Principal Financial Officer
|
|
|
DATE:
|
December 8,
2009
|