Pinnacle Financial Partners Inc.

05/22/2026 | Press release | Distributed by Public on 05/22/2026 14:23

Proxy Results (Form 8-K)

Item 5.07
Submission of Matters to a Vote of Security Holders.
The Company's 2026 Annual Meeting of Shareholders was held on May 21, 2026. The following is a summary of the proposals that were submitted to the shareholders for approval and a tabulation of the votes with respect to each proposal.
Proposal 1
The following 15 nominees named in the proxy statement for the Company's 2026 Annual Meeting of Shareholders were elected by majority vote.
Nominee Votes For Vote Against Abstentions
Tim E. Bentsen 115,128,096 2,098,158 1,080,969
Kevin S. Blair 116,739,049 508,511 1,059,663
Abney S. Boxley, III 109,741,991 7,645,498 919,734
Gregory L. Burns 113,761,650 3,462,756 1,082,817
Pedro Cherry 116,711,147 515,587 1,080,489
Thomas C. Farnsworth, III 109,663,022 7,574,094 1,070,107
David B. Ingram 116,253,087 1,134,217 919,919
John H. Irby 116,451,364 779,030 1,076,829
Decosta E. Jenkins 116,017,987 1,207,148 1,082,088
Robert A. McCabe, Jr. 115,459,010 1,939,475 908,738
Gregory Montana 116,484,674 743,268 1,079,281
Barry L. Storey 115,628,071 1,605,014 1,074,138
G. Kennedy Thompson 115,923,144 1,455,418 928,661
M. Terry Turner 114,875,020 2,527,026 905,177
Teresa White 116,363,961 1,028,711 914,551
There were 17,015,646 broker non-votes for each director on this proposal.
Proposal 2
The Pinnacle Financial Partners, Inc. 2026 Omnibus Plan was approved.
Votes For Votes Against Abstentions Broker Non-Votes
114,920,161 2,070,438 1,316,624 17,015,646
Proposal 3
An advisory vote on the compensation of the Company's named executive officers as determined by the Compensation and Human Capital Committee was approved.
Votes For Votes Against Abstentions Broker Non-Votes
113,808,058 3,438,487 1,060,678 17,015,646
Proposal 4
An advisory vote on the frequency of approval of the compensation of the Company's named executive officers as determined by the Compensation Committee.
1 year 2 years 3 years Abstentions Broker Non-Votes
111,729,694 201,651 5,386,534 989,344 17,015,646
Proposal 5
The appointment of KPMG LLP as the Company's independent auditor for the fiscal year ended December 31, 2026 was ratified.
Votes For Votes Against Abstentions Broker Non-Votes
134,009,570 383,499 929,800 0
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