-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J5KYSqYdxV54I6zCGYHPHt04+cB9vaVfLGh77ELVvahiYqadFR+mzv6dX1LfuWQL 9QGyLqFnhSLa9Rvv0zKrpQ== 0000950144-06-000449.txt : 20060123 0000950144-06-000449.hdr.sgml : 20060123 20060123171246 ACCESSION NUMBER: 0000950144-06-000449 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060117 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060123 DATE AS OF CHANGE: 20060123 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PINNACLE FINANCIAL PARTNERS INC CENTRAL INDEX KEY: 0001115055 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 621812853 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-31225 FILM NUMBER: 06544222 BUSINESS ADDRESS: STREET 1: 211 COMMERCE STREET STREET 2: SUITE 300 CITY: NASHVILLE STATE: TN ZIP: 37201 BUSINESS PHONE: 6157443742 MAIL ADDRESS: STREET 1: 211 COMMERCE STREET STREET 2: SUITE 300 CITY: NASHVILLE STATE: TN ZIP: 37201 8-K 1 g99262e8vk.htm PINNACLE FINANCIAL PARTNERS, INC. Pinnacle Financial Partners, Inc.
 

 
 
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)
         
Tennessee   000-31225   62-1812853
 
(State or Other Jurisdiction
of Incorporation) 		  (Commission
File Number) 		  (I.R.S. Employer Identification No.)
     
211 Commerce Street, Suite 300, 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):
     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:
         
Audit Committee
   $ 2,500  
Community Affairs Committee
   $ 1,250  
Human Resources, Nominating and Compensation Committee
   $ 1,875  
     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
  10.1   2006 Director Compensation Summary
 
  10.2   Form of Restricted Stock Agreement for Non-Employee Directors

 

 

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/ M. Terry Turner
 
       
 
  Name:   M. Terry Turner
 
  Title:   President and Chief Executive Officer
Date: January 23, 2006

 

 

EXHIBIT INDEX
     
Exhibit No.   Description
10.1
  2006 Director Compensation Summary
10.2
  Form of Restricted Stock Agreement for Non-Employee Directors

 

EX-10.1 2 g99262exv10w1.txt EX-10.1 2006 DIRECTOR COMPENSATION SUMMARY EXHIBIT 10.1 2006 DIRECTOR COMPENSATION SUMMARY Employee Directors Members of the board of directors of Pinnacle Financial Partners, Inc., a Tennessee corporation (the "Company") that are also employees of the Company do not receive any additional compensation for their service on the board of directors. Meeting Fees 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: Audit Committee $2,500 Community Affairs Committee $1,250 Human Resources, Nominating and Compensation Committee $1,875
Equity Incentives Non-employee directors are eligible to receive awards of equity-based compensation under the Company's 2004 Equity Incentive Plan, as amended (the "Plan"). On January 17, 2006, each non-employee director of the Company was awarded 400 shares of restricted stock under the terms of 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. EX-10.2 3 g99262exv10w2.txt EX-10.2 FORM OF RESTRICTED STOCK AGREEMENT FOR NON-EMPLOYEE DIRECTORS EXHIBIT 10.2 PINNACLE FINANCIAL PARTNERS, INC. RESTRICTED STOCK AGREEMENT THIS RESTRICTED STOCK AGREEMENT (the "Agreement") is by and between Pinnacle Financial Partners, Inc., a Tennessee corporation (the "Company"), and _________________________ (the "Grantee"). Capitalized terms used but not defined in this Agreement shall have the meaning ascribed to such terms in the Pinnacle Financial Partners, Inc. 2004 Equity Incentive Plan (the "Plan"). Section 1. Restricted Stock Award. The Grantee is hereby granted the right to receive 400 shares (the "Restricted Stock") of the Company's common stock, $1.00 par value per share (the "Common Stock"), subject to the terms and conditions of this Agreement and the Plan. Section 2. Lapse of Restrictions. Subject to Sections 5 and 9 hereof, the restrictions associated with the shares of Restricted Stock granted pursuant to Section 1 hereof shall lapse at such times (each, a "Vesting Date") and in the amounts set forth below: (a) the restrictions with respect to all 400 shares of Restricted Stock granted hereunder shall lapse on January 17, 2007 provided the Grantee attends in person or by telephone conference call at least 75% of the total of all meetings of the Board of Directors and committees on which the Grantee serves during the 2006 fiscal year; or (b) the restrictions with respect to 200 shares of Restricted Stock granted hereunder shall lapse on January 17, 2007, with the remaining 200 shares being forfeited, provided the Grantee attends in person or by telephone conference call at least 50% but less than 75% of the total of all meetings of the Board of Directors and committees on which the Grantee serves during the 2006 fiscal year; or (c) the restrictions with respect to none of the shares of Restricted Stock granted hereunder shall lapse on January 17, 2007, and Grantee shall forfeit the entire award granted hereunder, should the Grantee attend in person or by telephone conference call less than 50% of the total of all meetings of the Board of Directors and committees on which the Grantee serves during the 2006 fiscal year. Any shares of Restricted Stock for which the above requirements identified above are not met shall be immediately forfeited and the Grantee shall have no further rights with respect to such shares of Restricted Stock. Additionally, the number of meetings to which the Grantee is scheduled to attend is as documented in the Company's Board Governance 2006 booklet as approved by the Human Resources, Nominating and Compensation Committee (the "Compensation Committee"). All "specially-called" meetings, provided they are compensatory, will also be considered as meetings for purposes of the attendance calculations. Section 3. Distribution of Restricted Stock. Certificates representing the shares of Restricted Stock that have vested under Section 2 will be distributed to the Grantee as soon as practicable after each Vesting Date. Section 4. Voting Rights and Dividends. Prior to the distribution of the Restricted Stock, certificates representing shares of Restricted Stock will be held by the Company (the "Custodian") in the name of the Grantee. The Custodian will take such action as is necessary and appropriate to enable the Grantee to vote the Restricted Stock. All cash dividends received by the Custodian, if any, with respect to the Restricted Stock will be remitted to the Grantee. Stock dividends issued with respect to the Restricted Stock shall be treated as additional shares of Restricted Stock that are subject to the same restrictions and other terms and conditions that apply to the shares of Restricted Stock. Notwithstanding the foregoing, no voting rights or dividend rights shall inure to the Grantee following the forfeiture of the Restricted Stock pursuant to Section 5. Section 5. Termination/Change of Status. In the event that the Grantee's ability to serve as a director of the Company (or any Subsidiary or Affiliate of the Company) terminates for any reason, other than death or Disability, all shares of Restricted Stock for which the forfeiture restrictions have not lapsed prior to the date of termination shall be immediately forfeited and Grantee shall have no further rights with respect to such shares of Restricted Stock. In the event that the Grantee's directorship terminates by reason of death or Disability all Restricted Stock shall be deemed vested and the restrictions under the Plan and this Agreement with respect to the Restricted Stock, including the restriction on transfer set forth in Section 6 hereof, shall automatically expire and shall be of no further force or effect. Section 6. No Transfer or Pledge of Restricted Stock. No shares of Restricted Stock may be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered or disposed of prior to the date the forfeiture restrictions with respect to such shares have lapsed, if at all, on any Vesting Date. Section 7. Tax Election. The Grantee may, but is not required to, elect to apply the tax rules of Section 83(b) of the Internal Revenue Code of 1986, as amended (the "Code"), to the issuance of the Restricted Stock. If the Grantee makes an affirmative election under Section 83(b) of the Code, the Grantee shall deliver a copy of such election to the Company in accordance with the requirements of the Code and the Regulations promulgated thereunder. Section 8. Tax Withholding. The Company may withhold from any distribution of Restricted Stock an amount of Common Stock equal to such federal, state or local taxes as shall be required to be withheld pursuant to any applicable law or regulation, unless the Company agrees to accept a payment of cash (or to withhold from other wages payable to Grantee) in the amount of such withholding taxes. Section 9. Change of Control. Upon the occurrence of a Change in Control as defined in the Plan, all Restricted Stock shall be deemed vested and the restrictions under the Plan and the Agreement with respect to the Restricted Stock, including the restriction on transfer set forth in Section 6 hereof, shall automatically expire and shall be of no further force or effect. Section 10. Stock Subject to Award. In the event that the shares of Common Stock of the Company should, as a result of a stock split or stock dividend or combination of shares or any other change, redesignation, merger, consolidation, recapitalization or otherwise, be increased or decreased or changed into or exchanged for a different number or kind of shares of stock or other securities of the Company or of another corporation, the number of shares of Restricted Stock that have been awarded to Grantee shall be appropriately adjusted to reflect such action. If any such adjustment shall result in a fractional share, such fraction shall be disregarded. Section 11. Stock Power. Concurrently with the execution of this Agreement, the Grantee shall deliver to the Company a stock power, endorsed in blank, relating to the shares of Restricted Stock. Such stock power shall be in the form attached hereto as Exhibit A. Section 12. Legend. Each certificate representing Restricted Stock shall bear a legend in substantially the following form: THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PINNACLE FINANCIAL PARTNERS, INC. 2004 EQUITY INCENTIVE PLAN (THE "PLAN") AND THE RESTRICTED STOCK AGREEMENT (THE "AGREEMENT") BETWEEN THE OWNER OF THE RESTRICTED STOCK REPRESENTED HEREBY AND PINNACLE FINANCIAL PARTNERS, INC. (THE "COMPANY"). THE RELEASE OF SUCH STOCK FROM SUCH TERMS AND CONDITIONS SHALL BE MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF THE PLAN AND THE AGREEMENT, COPIES OF WHICH ARE ON FILE AT THE COMPANY. Section 13. No Right to Continued Service on Board. This Agreement shall not be construed as giving the Grantee the right to be retained as a director of the Company (or any Subsidiary or Affiliate of the Company), and the Grantee shall be subject to removal from the Board of Directors in accordance with the provisions of the Company's Charter or Bylaws, as amended. Section 14. Governing Provisions. This Agreement is made under and subject to the provisions of the Plan, and all of the provisions of the Plan are also provisions of this Agreement. If there is a difference or conflict between the provisions of this Agreement and the provisions of the Plan, the provisions of the Plan will govern. By signing this Agreement, the Grantee confirms that he or she has received a copy of the Plan. Section 15. Miscellaneous. 15.1 Entire Agreement. This Agreement and the Plan contain the entire understanding and agreement between the Company and the Grantee concerning the Restricted Stock granted hereby, and supersede any prior or contemporaneous negotiations and understandings. The Company and the Grantee have made no promises, agreements, conditions or understandings relating to the Restricted Stock, either orally or in writing, that are not included in this Agreement or the Plan. 15.2 Captions. The captions and section numbers appearing in this Agreement are inserted only as a matter of convenience. They do not define, limit, construe or describe the scope or intent of the provisions of this Agreement. 15.3 Counterparts. This Agreement may be executed in counterparts, each of which when signed by the Company and the Grantee will be deemed an original and all of which together will be deemed the same Agreement. 15.4 Notice. Any notice or communication having to do with this Agreement must be given by personal delivery or by certified mail, return receipt requested, addressed, if to the Company, to the principal office of the Company, and, if to the Grantee, to the Grantee's last known address provided by the Grantee to the Company. 15.5 Amendment. This Agreement may be amended by the Company, provided that unless the Grantee consents in writing, the Company cannot amend this Agreement if the amendment will materially change or impair the Grantee's rights under this Agreement and such change is not to the Grantee's benefit. 15.6 Successors and Assignment. Each and all of the provisions of this Agreement are binding upon and inure to the benefit of the Company and the Grantee and their heirs, successors, and assigns. However, neither the Restricted Stock nor this Agreement may be assigned or transferred except as otherwise set forth in this Agreement or the Plan. 15.7 Governing Law. This Agreement shall be governed and construed exclusively in accordance with the laws of the State of Tennessee applicable to agreements to be performed in the State of Tennessee. [Signature page to follow.] IN WITNESS WHEREOF, the Company and the Grantee have executed this Agreement to be effective as of January 17, 2006. PINNACLE FINANCIAL PARTNERS, INC. By:_____________________________ Name:___________________________ Title:__________________________ GRANTEE By:_____________________________ Name:___________________________ EXHIBIT A STOCK POWER FOR VALUE RECEIVED, the undersigned does hereby sell, assign and transfer to Pinnacle Financial Partners, Inc. (the "Company"), __________ shares of the Company's common stock represented by Certificate No. _____. The undersigned authorizes the Secretary of the Company to transfer the stock on the books of the Company in the event of the forfeiture of any shares issued under the Restricted Stock Agreement dated _______________, _____ between the Company and the undersigned. Dated: _____________________ SIGNED: By:________________________________ Name:______________________________ -----END PRIVACY-ENHANCED MESSAGE-----