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): September 19, 2014 (September 18, 2014)

BANCORPSOUTH, INC.

(Exact name of registrant as specified in its charter)

Mississippi	1-12991	64-0659571
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer 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):

¨ 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))

Section 5 – Corporate Governance and Management

Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 18, 2014, BancorpSouth, Inc. (the “Company”) issued a press release announcing the retirement of Gordon Lewis from his position as Senior Executive Vice President of the Company, effective as of December 12, 2014.

A copy of the press release announcing the retirement of Mr. Lewis is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.

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 99.1     Press Release issued on September 18, 2014 by BancorpSouth, Inc.

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/ Cathy S. Freeman
	Cathy S. Freeman
	Senior Executive Vice President and
	Chief Administrative Officer

Date: September 19, 2014

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release issued on September 18, 2014 by BancorpSouth, Inc.

EX-99.1

Exhibit 99.1

NEWS
RELEASE

For Immediate Release

Contact:

Corporate Communications

Randy Burchfield; Senior Vice President

randy.burchfield@bxs.com or (662) 620-4136

Gordon Lewis to Retire from BancorpSouth at Year-End

Senior Executive Vice President to end 40-Year Financial Services Career

TUPELO, MS. – September 18, 2014 – BancorpSouth, Inc. (NYSE:BXS) has announced the retirement of BancorpSouth Senior Executive Vice President Gordon Lewis, effective December 12, 2014. Lewis currently reports to the Company’s President and Chief Operating Officer with senior management responsibilities for BancorpSouth’s Business Development Team.

Lewis joined BancorpSouth in conjunction with the merger of First United Bancshares into BancorpSouth in 2000 where he was the Regional Chairman responsible for First United’s banks in Texas and Louisiana. Lewis also served as Chairman, President and CEO of Fredonia State Bank in Nacogdoches, Texas as part of the First United Bancshares senior management team. During the merger and operational integration of BancorpSouth and First United, Lewis played a key role in the successful transition period.

Following the merger, Lewis continued to have senior management responsibilities for BancorpSouth’s Texas and Louisiana region. In 2008 he was promoted to Vice Chairman of the Company’s Community Bank Division, assuming management responsibilities for all BancorpSouth community bank locations throughout its eight-state footprint.

BancorpSouth Chairman and Chief Executive Officer Dan Rollins, commenting on Lewis’ pending retirement said, “We thank Gordon for his valued leadership and wise counsel to our team over the past fourteen years. Our Company has benefited tremendously from Gordon’s values, character and business acumen, and we owe him a great deal of gratitude.”

(Next)

Chris Bagley, BancorpSouth’s President and Chief Operating Officer added, “Gordon’s in-depth knowledge of our markets and his wise and steady counsel to our bankers have contributed significantly to our Company’s success over the past fourteen years.”

Gordon Lewis’ management responsibilities will be distributed among several BancorpSouth executives. Chris Bagley, President and Chief Operating Officer, will coordinate the transition of duties with James Threadgill, Senior Executive Vice President and Chief Business Development Officer. Day to day management responsibilities will be assumed by Greg Ray, Executive Vice President & Chief Banking Officer; and Tommy Darnell, Executive Vice President & Chief Sales Officer.

James Threadgill, a member of the Company’s seven person Executive Management Committee, will assume responsibility for all Business Development activity of the company including all product lines and business units. James reports directly to the President and Chief Operating Officer.

Greg Ray will assume the majority of Mr. Lewis’ day to day management responsibilities. In his position of Executive Vice President & Chief Banking Officer, Greg will lead the Company’s efforts to enhance product sales and improve customer service while standardizing processes to increase efficiency across the Company’s community bank locations.

Tommy Darnell will be relocating to Tupelo to assume his new role as Executive Vice President & Chief Sales Officer responsible for the Community Bank system’s retail and commercial loan, deposit and fee income production.

BancorpSouth, Inc. is a financial holding company headquartered in Tupelo, Mississippi, with approximately $13.0 billion in assets. BancorpSouth Bank, a wholly-owned subsidiary of BancorpSouth, Inc., operates approximately 300 commercial banking, mortgage, and insurance locations in Alabama, Arkansas, Florida, Louisiana, Mississippi, Missouri, Tennessee and Texas, including an insurance location in Illinois.

###