Renasant Corporation filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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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
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company 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 ☐
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 28, 2026, the Board of Directors (the “Board”) of Renasant Corporation (“Renasant”) approved and adopted Amended and Restated Bylaws of Renasant Corporation (the “Bylaws”), which became effective immediately. The amendment and restatement made the following changes to the Bylaws:
•Adjusted the provision governing the date of Renasant’s annual meeting of shareholders to permit the Board to have the flexibility to set the date of the annual meeting on a date other than the fourth Tuesday of April;
•Added express language confirming that the Board or the chair of a meeting of shareholders may adjourn such meeting to a later date, regardless of whether a quorum is present;
•Revised the Bylaws to make clear that each Renasant director must satisfy the requirements of any applicable banking laws (in addition to any qualifications provided under Mississippi law);
•Inserted text reflecting Mississippi law permitting directors to participate in Board meetings by means of remote communications equipment;
•Amended the advance notice bylaw to (i) make explicit that a shareholder is required to comply with applicable banking law as a condition to submitting notice of any director nominations or other business pursuant to the Bylaws and (ii) eliminate the provision requiring the window for timely notice of director nominations to re-open if additional board seats are added within 100 days of the anniversary of the prior year’s annual meeting; and
•Other clarifying, ministerial and conforming changes.
The foregoing description of the Bylaws is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is included as Exhibit 3(ii) to this Current Report on Form 8-K and incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
Renasant held its 2026 Annual Meeting of Shareholders on April 28, 2026. Proxies were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition to Renasant’s solicitations. At the meeting, shareholders voted on the following proposals:
1.To elect 17 directors, each to serve a one-year term;
2.To adopt a non-binding, advisory resolution approving the compensation of Renasant’s named executive officers in 2025; and
3.To ratify the appointment of BDO USA, P.C. as Renasant’s independent registered public accountants for 2026.
All of Renasant’s nominees for directors as listed in the proxy statement were elected with the following vote:
For | Votes Withheld | |||||||
| Gary D. Butler | 74,551,247 | 2,756,846 | ||||||
| Kevin D. Chapman | 76,011,912 | 1,296,181 | ||||||
| Donald Clark, Jr. | 74,210,824 | 3,097,269 | ||||||
| M. Ray (Hoppy) Cole, Jr. | 74,938,018 | 2,370,075 | ||||||
| John M. Creekmore | 66,532,674 | 10,775,419 | ||||||
| Albert J. Dale, III | 75,197,520 | 2,110,573 | ||||||
| Jill V. Deer | 75,417,421 | 1,890,672 | ||||||
| Connie L. Engel | 76,561,515 | 746,578 | ||||||
| Rose J. Flenorl | 76,534,158 | 773,935 | ||||||
| John T. Foy | 74,032,268 | 3,275,825 | ||||||
| Neal A. Holland, Jr. | 64,830,660 | 12,477,433 | ||||||
| Jonathan A. Levy | 76,442,766 | 865,327 | ||||||
| E. Robinson McGraw | 74,959,781 | 2,348,312 | ||||||
| Renee Moore | 76,470,064 | 838,029 | ||||||
| Ted E. Parker | 74,540,382 | 2,767,711 | ||||||
| Sean M. Suggs | 76,561,139 | 746,954 | ||||||
| C. Mitchell Waycaster | 75,062,224 | 2,245,869 | ||||||
There were 7,612,705 broker non-votes for each director on these proposals.
The non-binding, advisory resolution approving the compensation of Renasant’s named executive officers in 2025 was approved with the following vote:
| For | Against | Abstentions | Broker Non-Votes | ||||||||
| 76,201,345 | 970,393 | 136,355 | 7,612,705 | ||||||||
The appointment of BDO USA, P.C. as Renasant’s independent registered public accountants for 2026 was ratified with the following vote:
For | Against | Abstentions | Broker Non-Votes | ||||||||
| 82,238,959 | 2,582,789 | 99,050 | — | ||||||||
Item 9.01. Financial Statements and Exhibits.
(d) The following exhibits are filed herewith:
Exhibit No. Description
104 The cover page of Renasant Corporation’s Form 8-K is formatted in Inline XBRL
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.
| RENASANT CORPORATION | |||||||||||
| Date: May 1, 2026 | By: | /s/ Kevin D. Chapman | |||||||||
| Kevin D. Chapman | |||||||||||
| Chief Executive Officer | |||||||||||