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): January 18, 2008
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
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(Commission
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(I.R.S. Employer |
| of incorporation)
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File Number)
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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):
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))
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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. |
(e)
2008 Special Cash Incentive Plan. On January 18, 2008, the Human Resources and Compensation
Committee (the “Committee”) approved the Pinnacle Financial Partners, Inc. 2008 Special Cash
Incentive Plan (the “Plan”). Pursuant to the Plan,
approximately 25 key employees of Pinnacle Financial
Partners, Inc. (the “Company”) that will be involved in integrating the operations of Mid-America
Bancshares, Inc. (“Mid-America”) with the Company’s operations will be eligible to receive cash
awards. Under the terms of the Plan, participants will be entitled to receive cash incentive
payments if specified goals established by the Committee and related to the integration of the
Company and Mid-America are achieved by certain dates, including achievement of initiatives related
to published synergy targets and limiting the aggregate integration and other merger costs within
amounts previously disclosed. If one or more of the performance goals established under the Plan
are not satisfied, awards to participants will be reduced by specified amounts, but there can be no
discretionary increases to a participant’s target award. Awards earned under the Plan are expected
to be paid out on April 15, 2008. The maximum awards for the Company’s executive officers that
were identified as the Company’s named executive officers in the proxy statement filed with the
Securities and Exchange Commission for the Company’s 2007 annual meeting of shareholders are as follows:
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| Employee |
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Maximum Award |
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M. Terry Turner
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Chief Executive Officer
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200,000 |
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Robert A. McCabe, Jr.
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Chairman
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190,000 |
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Hugh M. Queener
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Chief Administrative Officer
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100,000 |
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Harold R. Carpenter
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Chief Financial Officer
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80,000 |
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Charles B. McMahan
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Senior Credit Officer
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60,000 |
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A copy of the Plan is filed herewith as Exhibit 10.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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10.1 |
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Pinnacle Financial Partners, Inc. 2008 Special Cash Incentive Plan |