-----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, LjztlqZ2SXWKxJdp26rCgvrkjYUhOK2NNBsIURxU2Zsk+lcepCTtJ9Hq0VCQKJLy xUSUrwTNfHbaVXEkzpGHxA== 0000950144-06-004043.txt : 20060427 0000950144-06-004043.hdr.sgml : 20060427 20060427173059 ACCESSION NUMBER: 0000950144-06-004043 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060426 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060427 DATE AS OF CHANGE: 20060427 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BANCORPSOUTH INC CENTRAL INDEX KEY: 0000701853 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 640659571 STATE OF INCORPORATION: MS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12991 FILM NUMBER: 06786348 BUSINESS ADDRESS: STREET 1: ONE MISSISSIPPI PL CITY: TUPELO STATE: MS ZIP: 38804 BUSINESS PHONE: 6626802000 MAIL ADDRESS: STREET 1: PO BOX 789 CITY: TUPELO STATE: MS ZIP: 38802-0789 FORMER COMPANY: FORMER CONFORMED NAME: BANCORP OF MISSISSIPPI INC DATE OF NAME CHANGE: 19920703 8-K 1 g01127e8vk.htm BANCORPSOUTH, INC. - FORM 8-K BANCORPSOUTH, INC. - FORM 8-K
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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): April 27, 2006 (April 26, 2006)
 
BANCORPSOUTH, INC.
(Exact name of registrant as specified in its charter)
         
Mississippi   1-12991   64-0659571
         
(State or other jurisdiction of   (Commission File Number)   (IRS Employer
incorporation)       Identification No.)
     
One Mississippi Plaza    
201 South Spring Street    
Tupelo, Mississippi   38804
     
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code (662) 680-2000
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 1.01. Entry into a Material Definitive Agreement.
   Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EX-10.1 SECOND AMENDMENT TO PERFORMANCE INCENTIVE PLAN

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Section 1 — Registrant’s Business and Operations
   Item 1.01. Entry into a Material Definitive Agreement.
     Amendment to Incentive Plan
     On April 26, 2006, at the annual meeting of BancorpSouth, Inc. (the “Company”) the Company’s shareholders approved a Second Amendment to the Executive Performance Incentive Plan (the “Amendment”) previously approved and recommended to shareholders by the BancorpSouth, Inc. Board of Directors. A copy of the Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K.
     Explanation of Changes
     Prior to the Amendment, performance goals established under the BancorpSouth, Inc. Executive Performance Incentive Plan (the “Incentive Plan”) were based on either or both of return on average equity and deposits and other funding sources. The Amendment provides additional business criteria for awards beginning in 2006. These additional criteria, which are described below, allows the Company’s Executive Compensation and Stock Incentive Committee greater latitude in providing incentives from time to time that encourage desired performance from the Company’s executive officers.
     Under the Amendment, performance goals may be based on any of the following business criteria: (i) return on average equity or average assets: (ii) deposits and other funding sources; (iii) revenue, including interest income and/or non-interest income, and/or return on revenue; (iv) cash flow (operating, free, cash flow return on equity, cash flow return on investment); (v) earnings, before or after taxes, interest, depreciation, and/or amortization; (vi) earnings per share; (vii) net interest margin; (viii) improvement in credit quality measures, including non-performing asset ratio, net charge-off ratio, or reserve coverage of non-performing loans compared to peers; (ix) efficiency ratio; (x) loan growth; and (xi) total shareholder return.
     Upon shareholder approval, the Amendment became effective without further action as of January 1, 2006. The foregoing description of the Incentive Plan and the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Incentive Plan, as previously amended, and the Amendment. Additional information about the Amendment and the Incentive Plan is included in the Bancorpsouth, Inc. definitive proxy materials dated March 24, 2006, relating to the April 26, 2006 annual meeting of shareholders, as filed with the Securities and Exchange Commission.
Section 9 — Financial Statements and Exhibits
   Item 9.01. Financial Statements and Exhibits.
     (a) Not applicable.
     (b) Not applicable.
     (c) Not applicable.
     (d) Exhibits.
     
Exhibit 10.1  
Second Amendment to the BancorpSouth, Inc. Executive Performance Incentive Plan

 

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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.
         
  BANCORPSOUTH, INC.
 		  
  By:   /s/ L.NASH ALLEN, JR.    
    L. Nash Allen, Jr.   
    Treasurer and Chief Financial Officer   
 
Date: April 27, 2006

 

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EXHIBIT INDEX
         
Exhibit Number   Description
  10.1    
Second Amendment to the BancorpSouth, Inc. Executive Performance Incentive Plan

 

EX-10.1 2 g01127exv10w1.txt EX-10.1 SECOND AMENDMENT TO PERFORMANCE INCENTIVE PLAN EXHIBIT 10.1 SECOND AMENDMENT TO THE BANCORPSOUTH, INC. EXECUTIVE PERFORMANCE INCENTIVE PLAN THIS AMENDMENT to the BancorpSouth, Inc. Executive Performance Incentive Plan (the "Plan") is made by BancorpSouth, Inc. (the "Company"). RECITALS: WHEREAS, the Company established the Plan effective January 1, 2004 in order to provide awards to executive officers that qualify as "performance-based compensation," described in section 162(m)(4)(C) of the Internal Revenue Code, and amended the Plan effective with the 2005 annual meeting of the Company to permit performance-based awards to be made in the form of the Company's common stock issued through the Company's 1994 Stock Incentive Plan; WHEREAS, the Company desires to expand the business criteria upon which awards can be made under the Plan; NOW, THEREFORE, the Plan is hereby amended by restating Section 3.3 of the Plan in the manner described herein, to be effective upon approval by the shareholders of the Company. 3.3 Performance Criteria of Awards. Subject to the terms hereof, and in a manner consistent with Treas. Reg. ss. 1.162-27 or any successor rule under the Code, performance goals shall be determined in the sole and absolute discretion of the Committee, provided that the goals must be such that whether or not the performance goal will be achieved is substantially uncertain at the time the performance goals and the terms of the Award are established. Performance goals may be based upon increases in performance of the Company over a prior period, but may also be based on maintaining status quo or limiting losses or decreases in performance, as is appropriate in view of the business conditions of the Company, its industry or the market in which its securities are traded at the time that a performance goal is established. For Awards made in Performance Periods in 2006 or later, performance goals may be expressed as targeted levels of performance and shall be determined on the basis of any or all of the following criteria: (a) Return on average equity or average assets. (b) Deposits and other funding sources. (c) Revenue, including interest income and/or non-interest income, and/or return on revenue. (d) Cash flow (operating, free, cash flow ROE, cash flow ROI). (e) Earnings, before or after taxes, interest, depreciation, and/or amortization. (f) Earnings per share. (g) Net interest margin. (h) Improvement in credit quality measures, including (i) non-performing asset ratio, (ii) net charge-off ratio, or (iii) reserve coverage of non-performing loans vs. peers. (i) Efficiency ratio. (j) Loan growth. (k) Total shareholder return. IN WITNESS WHEREOF, the Company has executed this instrument on this the 27th day of April, 2006, but to be effective as provided herein. BANCORPSOUTH, INC. By: /s/ L.NASH ALLEN, JR. --------------------------------------- Its: Treasurer and Chief Financial Officer --------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----