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 17, 2006
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
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer 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
(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))
Item 1.01. Entry into a Material Definitive Agreement.
2006 Non-Employee Director Compensation. On January 17, 2006, the board of directors of
Pinnacle Financial Partners, Inc., a Tennessee corporation (the “Company”) approved the
compensation arrangements for the Company’s non-employee directors for the 2006 fiscal year, the
terms of which are summarized on Exhibit 10.1 which is filed herewith. Members of the board of
directors that are also employees of the Company do not receive any additional compensation for
their service on the board of directors.
For the 2006 fiscal year, each director will receive $1,100 for each board meeting attended in
person and $900 for each committee meeting attended in person. A director receives 75% of the per
meeting fee if he or she attends the meeting by telephone. In addition, each committee chairperson
of the following committees will receive a quarterly fee as follows:
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Audit Committee |
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2,500 |
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Community Affairs Committee |
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1,250 |
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Human Resources, Nominating and
Compensation Committee |
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1,875 |
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Restricted Stock Awards. In addition to the cash compensation described above, the Company’s
board of directors awarded each of the eight non-employee members of the board of directors 400
shares of restricted stock under the terms of the Company’s 2004 Equity Incentive Plan, as amended
(the “Plan”). In the event that a director does not attend at least 50% of the total number of
meetings of the board and the committees on which the director serves during the Company’s 2006
fiscal year, he or she will forfeit the entire award of restricted shares. If the director attends
greater than 75% of these meetings, the forfeiture restrictions on the shares will lapse on January
17, 2007. In the event that a director attends greater than 50% but less than 75% of these
meetings, he or she will forfeit 200 of the shares awarded to him and the forfeiture restrictions
on the remaining 200 shares will lapse on January 17, 2007. During the forfeiture period, each
director will have the right to vote the shares of restricted stock awarded to him or her and to
receive cash dividends on such shares, if paid by the Company.
Upon the occurrence of a Change in Control (as defined in the Plan) the shares of restricted
stock awarded to the non-employee directors shall be deemed fully vested and any restrictions
related thereto shall automatically expire and shall be of no further force or effect.
The shares of restricted stock were awarded to the non-employee directors pursuant to the
terms of a Restricted Stock Agreement entered into by the Company and each director, the form of
which is filed herewith as Exhibit 10.2 and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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10.1 |
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2006 Director Compensation Summary |
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10.2 |
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Form of Restricted Stock Agreement for Non-Employee Directors |