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 15, 2014


 
PINNACLE FINANCIAL PARTNERS, INC.
(Exact name of registrant as specified in charter)
 
Tennessee
 
000-31225
 
62-1812853
(State or other jurisdiction
of incorporation)
(Commission
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

N/A
(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)

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 5.02 Departure of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
             As noted in Item 5.07 below, at the 2014 Annual Meeting of Shareholders (the "Annual Meeting") of Pinnacle Financial Partners, Inc., a Tennessee corporation (the "Company") held on April 15, 2014, the Company's shareholders approved the Pinnacle Financial Partners, Inc. 2014 Equity Incentive Plan (the "2014 Equity Incentive Plan"), which permits awards to current and prospective employees and directors in the form of stock options, stock appreciation rights, shares, restricted shares, restricted share units, performance shares, performance share units, or any combination thereof. A summary of the material terms of the 2014 Equity Incentive Plan is set forth on pages 25 to 33 of the Company's Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on March 4, 2014 (the "Proxy Statement"), and is incorporated herein by reference. That summary is qualified in its entirety by reference to the text of the 2014 Equity Incentive Plan, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

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

                 At the Annual Meeting, James C. Cope, William H. Huddleston, IV, Robert A. McCabe, Jr., and Reese L. Smith III were elected as Class II directors to hold office for a term of three years and until their successors are duly elected and qualified. In addition, Glenda Baskin Glover was elected as a Class I director to hold office for a term of two years and until her successor is duly elected and qualified. In addition, at the Annual Meeting, the shareholders (i) approved the adoption of the 2014 Equity Incentive Plan, (ii) approved, on a non-binding, advisory basis, the compensation of the Company's named executive officers as disclosed in the Proxy Statement and (iii) ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014.

The final voting results of the director elections, approval of the 2014 Equity Incentive Plan, approval of compensation for the Company's named executive officers, and ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm, which were described in more detail in the Proxy Statement, are set forth below.

(1)
Each director was elected by the following tabulation:

 
For
Withheld
Broker Non-Votes
James C. Cope
25,807,449
557,451
4,615,669
William H. Huddleston, IV
25,809,777
555,123
4,615,669
Robert A. McCabe, Jr.
25,737,002
627,898
4,615,669
Reese L. Smith III
25,359,868
1,005,032
4,615,669
Glenda Baskin Glover
25,914,530
450,370
4,615,669

(2)
The vote on the 2014 Equity Incentive Plan was approved by the following tabulation:

For
Against
Abstain
Broker Non-Votes
22,770,901
3,234,952
359,047
4,615,669

(3)
The non-binding advisory vote on the compensation of the Company's named executive officers was approved by the following tabulation:

For
Against
Abstain
Broker Non-Votes
18,883,594
7,106,351
374,955
4,615,669


(4)
The ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014 was approved by the following tabulation:

For
Against
Abstain
Broker Non-Votes
30,382,283
250,879
347,407
N/A

Item 9.01 Financial Statements and Exhibits.

            (d) Exhibits     

            10.1 Pinnacle Financial Partners, Inc. 2014 Equity Incentive Plan



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.

PINNACLE FINANCIAL PARTNERS, INC.

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


Date:            April 16, 2014



EXHIBIT INDEX

Exhibit No.
 
Description
 
 
10.1
Pinnacle Financial Partners, Inc. 2014 Equity Incentive Plan