PNFP Pinnacle Financial Partners

Filed: 3 Feb 21, 5:23pm

Washington, D.C. 20549



Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 2, 2021

(Exact name of registrant as specified in charter)
(State or other jurisdiction
of incorporation)
File Number)
(I.R.S. Employer
 Identification No.)
150 Third Avenue South, Suite 900, Nashville, Tennessee 37201
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code:   (615) 744-3700
(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):

☐ 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))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of Each ClassTrading SymbolName of Exchange on which Registered
Common Stock par value $1.00PNFPThe Nasdaq Stock Market LLC
Depositary Shares (each representing 1/40th interest in a share of 6.75% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series B)PNFPPThe Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

(d) On February 2, 2021, upon the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors (the “Board”) of Pinnacle Financial Partners, Inc. (the “Company”), the Board elected Decosta Jenkins to the Board effective March 1, 2021. Mr. Jenkins was also elected as a member of the board of directors of the Company's wholly owned bank subsidiary, Pinnacle Bank, effective March 1, 2021.

Mr. Jenkins has been appointed to the Trust Committee and Community Affairs Committee of the board of directors of Pinnacle Bank with these appointments taking effect upon the effective date of his election to the Board and the board of directors of Pinnacle Bank. Mr. Jenkins is not a party to any arrangement or understanding with any person pursuant to which he was selected as a member of the Board, and he is not a party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Mr. Jenkins will be compensated in accordance with the compensation program applicable to all of the Company's non-employee directors which is currently expected to be consistent with the director compensation program described in the Company's proxy statement for its annual meeting of shareholders held on April 21, 2020.


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.


 By:/s/Harold R. Carpenter
 Name:Harold R. Carpenter
 Title:Executive Vice President and
  Chief Financial Officer

Date: February 3, 2021