Renasant Corporation

04/25/2025 | Press release | Distributed by Public on 04/25/2025 13:37

Proxy Results (Form 8-K)

Item 5.07. Submission of Matters to a Vote of Security Holders.
Renasant Corporation ("Renasant") (held its 2025 Annual Meeting of Shareholders on April 22, 2025. 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 14 directors, each to serve a one-year term;
2.To approve an amendment to Renasant's Articles of Incorporation, as amended (the "Articles"), to increase the number of shares of Renasant common stock, par value $5.00 per share, authorized for issuance from 150 million shares to 250 million shares;
3.To approve an amendment to the Articles to eliminate the personal liability of Renasant directors for monetary damages for their actions, or failure to act, as directors in accordance with Mississippi law, subject to certain exceptions;
4.To adopt a non-binding, advisory resolution approving the compensation of Renasant's named executive officers in 2024; and
5.To ratify the appointment of HORNE LLP as Renasant's independent registered public accountants for 2025.
All of Renasant's nominees for directors as listed in the proxy statement were elected with the following vote:
For
Votes
Withheld
Kevin D. Chapman 51,879,072 1,127,711
Donald Clark, Jr. 51,232,546 1,774,237
M. Ray (Hoppy) Cole, Jr. 51,879,078 1,127,705
John M. Creekmore 47,134,470 5,872,313
Albert J. Dale, III 51,770,831 1,235,952
Jill V. Deer 51,776,267 1,230,516
Connie L. Engel 52,689,592 317,191
Neal A. Holland, Jr. 46,449,542 6,557,241
Jonathan A. Levy 52,688,290 318,493
E. Robinson McGraw 52,138,905 867,878
Renee Moore 52,707,874 298,909
Ted E. Parker 52,735,738 271,045
Sean M. Suggs 52,641,417 365,366
C. Mitchell Waycaster 52,284,237 722,546
There were 4,712,855 broker non-votes for each director on these proposals.
The amendment to the Articles to increase the number of authorized shares for issuance from 150 million to 250 million was approved with the following vote:
For Against
Abstentions 		Broker Non-Votes
56,803,535 857,178 58,925 -
The amendment to the Articles to eliminate the liability of Renasant directors, subject to certain exceptions, was approved with the following vote:
For Against
Abstentions 		Broker Non-Votes
51,634,181 1,286,585 86,017 4,712,855
The non-binding, advisory resolution approving the compensation of Renasant's named executive officers in 2024 was approved with the following vote:
For Against
Abstentions 		Broker Non-Votes
50,705,744 2,019,717 281,322 4,712,855
The appointment of HORNE LLP as Renasant's independent registered public accountants for 2025 was ratified with the following vote:
For
Against
Abstentions
Broker Non-Votes
56,691,219 966,018 62,401 -
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