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
Date of Report (Date of earliest event reported): April 21, 2009
PINNACLE FINANCIAL PARTNERS, INC.
(Exact name of registrant as specified in charter)
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| Tennessee
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000-31225
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62-1812853 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
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| 211 Commerce Street, Suite 300, Nashville, Tennessee
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37201 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (615) 744-3700
N/A
(Former name or former address, if changed since last report)
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 (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
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| Item 5.02. |
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Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory
Arrangements of Certain
Officers. |
At the 2009 Annual Meeting of Shareholders (the “Annual Meeting”) of Pinnacle Financial
Partners, Inc., a Tennessee corporation (the “Company”), on April 21, 2009, the Company’s
shareholders approved an amendment to the Company’s 2004 Equity Incentive Plan (the “Plan”) that
increased the total number of shares available for issuance under the Plan by 750,000 shares and
ratified the performance measures set forth in the Plan. The description of the amendment is
qualified by reference to the amendment, which is filed as Exhibit 10.1 to this Current Report on
Form 8-K. A brief description of the Plan is included as part of
Proposal #2 in the Company’s Proxy Statement for the Annual
Meeting (the “Proxy Statement”) which was filed with the
Securities and Exchange Commission on March 11, 2009. The
description of the Plan contained in the Proxy Statement is qualified
in its entirety by reference to the full text of the Plan.
Item 9.01. Financial Statements and Exhibits.
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10.1 |
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Fifth Amendment to the Pinnacle Financial Partners, Inc. 2004 Equity Incentive Plan. |