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EX-99.1 - TRUSTMARK CORPex991.htm
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

May 10, 2011
Date of Report (Date of earliest event reported)
 
TRUSTMARK CORPORATION
(Exact name of registrant as specified in its charter)

Mississippi
000-03683
64-0471500
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

248 East Capitol Street, Jackson, Mississippi
39201
 (Address of principal executive offices)
(Zip Code)
   
Registrant’s telephone number, including area code:
(601) 208-5111

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:

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 5.07.  Submission of Matters to a Vote of Security Holders.

Trustmark Corporation (Trustmark) held its annual shareholders’ meeting on May 10, 2011, at which four proposals were submitted to Trustmark’s shareholders.  The proposals are described in detail in Trustmark’s proxy statement for the annual meeting filed with the Securities and Exchange Commission on April 1, 2011.  The final results for the votes regarding the proposals are set forth below.

Proposal #1:  Election of directors.

Trustmark’s shareholders elected the 10 directors named below to serve until the 2012 annual shareholders’ meeting or until their successors have been elected and qualified.  The votes cast for each of the 10 directors, who constitute the entire Board of Directors of Trustmark following the meeting, are set forth below:


   
For
   
Withheld
   
Broker Non-Votes
 
Adolphus B. Baker
    45,225,866          161,573       9,155,279  
William C. Deviney, Jr.
    44,062,402       1,325,037       9,155,279  
Daniel A. Grafton
    45,226,851          160,588       9,155,279  
Gerard R. Host
    43,981,999       1,405,440       9,155,279  
David H. Hoster II
    45,232,716          154,723       9,155,279  
John M. McCullouch
    45,219,225          168,214       9,155,279  
Richard H. Puckett
    44,041,985       1,345,454       9,155,279  
R. Michael Summerford
    45,224,028          163,411       9,155,279  
LeRoy G. Walker, Jr.
    45,190,423          197,016       9,155,279  
William G. Yates III
    41,733,167       3,654,272       9,155,279  
 
Proposal #2:   Advisory vote on executive compensation.

Trustmark’s shareholders approved, on an advisory basis, the compensation of Trustmark’s executive officers, as disclosed in the proxy statement. The votes regarding Proposal #2 were as follows:

For
   
Against
   
Abstentions
   
Broker Non-Votes
 
44,137,859
   
871,286
   
378,294
   
9,155,279
 

Proposal #3:   Advisory vote on the frequency of future advisory votes on executive compensation.

Trustmark’s shareholders indicated, on an advisory basis, a preference for an advisory vote on executive compensation to be held annually. The votes regarding Proposal #3 were as follows:


1 Year
   
2 Years
   
3 Years
   
Abstentions
 
33,939,128
   
457,532
   
10,321,522
   
669,257
 


 
 

 

Proposal #4:  Ratification of the selection of KPMG LLP.

Trustmark’s shareholders ratified the selection of KPMG LLP as Trustmark’s independent auditors for the fiscal year ending December 31, 2011.  The votes regarding Proposal #4 were as follows:

For
   
Against
   
Abstentions
   
Broker Non-Votes
 
52,981,322
   
1,427,114
   
134,282
   
N/A
 
 
Item 8.01.   Other Events.

Election of independent Chairman of the Board.

On May 10, 2011, the Boards of Directors of Trustmark and Trustmark National Bank (Bank) elected Daniel A. Grafton as independent Chairman of the Board effective the same date, upon the previously announced retirement of Richard G. Hickson, who had served as Chairman of the Board of Trustmark and the Bank since April 9, 2002.  A copy of the press release announcing the election of Mr. Grafton as independent Chairman of the Board is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
 
Item 9.01.  Financial Statements and Exhibits.

(d)           Exhibits
 
 
Exhibit Number
Description of Exhibits
 
99.1
 
Press release issued on May 10, 2011 by Trustmark Corporation.
 
       
       
 
 
 
 

 
 
 
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.

TRUSTMARK CORPORATION


BY:
/s/ Louis E. Greer 
 
Louis E. Greer
 
Treasurer and Principal Financial Officer
   
DATE:
May 13, 2011
   

 
 
 

 

 
EXHIBIT INDEX

Exhibit Number
Description of Exhibits
99.1
 
Press release issued on May 10, 2011 by Trustmark Corporation.