Renasant Corporation

05/01/2026 | Press release | Distributed by Public on 05/01/2026 12:40

Proxy Results, Amendments to Bylaws (Form 8-K)

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 28, 2026, the Board of Directors (the "Board") of Renasant Corporation ("Renasant") approved and adopted Amended and Restated Bylaws of Renasant Corporation (the "Bylaws"), which became effective immediately. The amendment and restatement made the following changes to the Bylaws:
•Adjusted the provision governing the date of Renasant's annual meeting of shareholders to permit the Board to have the flexibility to set the date of the annual meeting on a date other than the fourth Tuesday of April;
•Added express language confirming that the Board or the chair of a meeting of shareholders may adjourn such meeting to a later date, regardless of whether a quorum is present;
•Revised the Bylaws to make clear that each Renasant director must satisfy the requirements of any applicable banking laws (in addition to any qualifications provided under Mississippi law);
•Inserted text reflecting Mississippi law permitting directors to participate in Board meetings by means of remote communications equipment;
•Amended the advance notice bylaw to (i) make explicit that a shareholder is required to comply with applicable banking law as a condition to submitting notice of any director nominations or other business pursuant to the Bylaws and (ii) eliminate the provision requiring the window for timely notice of director nominations to re-open if additional board seats are added within 100 days of the anniversary of the prior year's annual meeting; and
•Other clarifying, ministerial and conforming changes.
The foregoing description of the Bylaws is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is included as Exhibit 3(ii) to this Current Report on Form 8-K and incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
Renasant held its 2026 Annual Meeting of Shareholders on April 28, 2026. Proxies were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition to Renasant's solicitations. At the meeting, shareholders voted on the following proposals:
1.To elect 17 directors, each to serve a one-year term;
2.To adopt a non-binding, advisory resolution approving the compensation of Renasant's named executive officers in 2025; and
3.To ratify the appointment of BDO USA, P.C. as Renasant's independent registered public accountants for 2026.
All of Renasant's nominees for directors as listed in the proxy statement were elected with the following vote:
For
Votes
Withheld
Gary D. Butler 74,551,247 2,756,846
Kevin D. Chapman 76,011,912 1,296,181
Donald Clark, Jr. 74,210,824 3,097,269
M. Ray (Hoppy) Cole, Jr. 74,938,018 2,370,075
John M. Creekmore 66,532,674 10,775,419
Albert J. Dale, III 75,197,520 2,110,573
Jill V. Deer 75,417,421 1,890,672
Connie L. Engel 76,561,515 746,578
Rose J. Flenorl 76,534,158 773,935
John T. Foy 74,032,268 3,275,825
Neal A. Holland, Jr. 64,830,660 12,477,433
Jonathan A. Levy 76,442,766 865,327
E. Robinson McGraw 74,959,781 2,348,312
Renee Moore 76,470,064 838,029
Ted E. Parker 74,540,382 2,767,711
Sean M. Suggs 76,561,139 746,954
C. Mitchell Waycaster 75,062,224 2,245,869
There were 7,612,705 broker non-votes for each director on these proposals.
The non-binding, advisory resolution approving the compensation of Renasant's named executive officers in 2025 was approved with the following vote:
For Against
Abstentions 		Broker Non-Votes
76,201,345 970,393 136,355 7,612,705
The appointment of BDO USA, P.C. as Renasant's independent registered public accountants for 2026 was ratified with the following vote:
For
Against
Abstentions
Broker Non-Votes
82,238,959 2,582,789 99,050 -
Renasant Corporation published this content on May 01, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 01, 2026 at 18:40 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]