pnfp-202003030001115055FALSE00011150552020-03-032020-03-03
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): March 3, 2020
| | | | | | | | | | | |
| PINNACLE FINANCIAL PARTNERS, INC. | | | |
| (Exact name of registrant as specified in charter) | | | |
| | | |
| Tennessee | 000-31225 | 62-1812853 | |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | |
| | | |
150 Third Avenue South, Suite 900, Nashville, Tennessee 37201
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (615) 744-3700
(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):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Exchange Act:
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| Title of Each Class | | Trading Symbol | | Name of Exchange on which Registered |
| Common Stock par value $1.00 | | PNFP | | Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On March 3, 2020, Dana Sanders, the current principal accounting officer of Pinnacle Financial Partners, Inc. (the “Company”), was appointed as the Company’s Chief Audit Executive, effective as of March 16, 2020. Harold Carpenter, the Company’s current Chief Financial Officer, was subsequently appointed as the principal accounting officer of the Company to replace Ms. Sanders, effective upon the effectiveness of her appointment as the Company’s Chief Audit Executive.
Mr. Carpenter’s compensation arrangements were unchanged in connection with such appointment, and remain the same as those described in the Company’s proxy statement for its annual meeting of shareholders held in April 2019 as filed with the Securities and Exchange Commission on March 7, 2019.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
PINNACLE FINANCIAL PARTNERS, INC.
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| | By: | /s/Harold R. Carpenter |
| | Name: | Harold R. Carpenter |
| | Title: | Executive Vice President and |
| | | Chief Financial Officer |
Date: March 9, 2020