8-K

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): May 10, 2022

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

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):

☐ 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:

Title of Each Class	Trading Symbol	Name of Exchange on which Registered
Common Stock par value $1.00	PNFP	The Nasdaq Stock Market LLC
Depositary Shares (each representing a 1/40th interest in a share of 6.75% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series B)	PNFPP	The Nasdaq Stock Market LLC

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.

(b) On May 10, 2022, Hugh M. Queener, the Executive Vice President and Chief Administrative Officer of Pinnacle Financial Partners, Inc. (the “Company”) and its wholly owned bank subsidiary Pinnacle Bank (the “Bank”), communicated to the Company’s President and Chief Executive Officer that, after roughly 23 years of service, he desires to retire from the Company and the Bank effective March 31, 2023. Mr. Queener, age 66, has served as Executive Vice President and Chief Administrative Officer of the Company and the Bank since they commenced operations. The Company and the Bank intend to use the time between the date of this filing and Mr. Queener’s anticipated retirement date to provide for an orderly transition of his duties and responsibilities consistent with existing succession plans. Mr. Queener is expected to remain in his role as Executive Vice President and Chief Administrative Officer until his retirement.

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.

                        By: /s/ Harold R. Carpenter

                    Name: Harold R. Carpenter

                         Title:    Executive Vice President and

                            Chief Financial Officer

Date:    May 16, 2022

XML

Cover	May 10, 2022
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 10, 2022
Entity Registrant Name	PINNACLE FINANCIAL PARTNERS, INC.
Entity Incorporation, State or Country Code	TN
Entity File Number	000-31225
Entity Tax Identification Number	62-1812853
Entity Address, Address Line One	150 Third Avenue South
Entity Address, Address Line Two	Suite 900
Entity Address, City or Town	Nashville
Entity Address, State or Province	TN
Entity Address, Postal Zip Code	37201
City Area Code	(615)
Local Phone Number	744-3700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001115055
Amendment Flag	false
Document Information [Line Items]
Document Type	8-K
Document Period End Date	May 10, 2022
Entity Registrant Name	PINNACLE FINANCIAL PARTNERS, INC.
Entity Tax Identification Number	62-1812853
Entity File Number	000-31225
Entity Address, State or Province	TN
Entity Address, Address Line One	150 Third Avenue South
Entity Address, Address Line Two	Suite 900
Entity Address, City or Town	Nashville
Entity Address, Postal Zip Code	37201
City Area Code	(615)
Local Phone Number	744-3700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Class A
Cover [Abstract]
Title of 12(b) Security	Common Stock par value $1.00
Trading Symbol	PNFP
Security Exchange Name	NASDAQ
Document Information [Line Items]
Title of 12(b) Security	Common Stock par value $1.00
Trading Symbol	PNFP
Security Exchange Name	NASDAQ
Noncumulative Preferred Stock
Cover [Abstract]
Title of 12(b) Security	Depositary Shares (each representing a 1/40th interest in a share of 6.75% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series B)
Trading Symbol	PNFPP
Security Exchange Name	NASDAQ
Document Information [Line Items]
Title of 12(b) Security	Depositary Shares (each representing a 1/40th interest in a share of 6.75% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series B)
Trading Symbol	PNFPP
Security Exchange Name	NASDAQ