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): January 19, 2007
 ,
INC. |
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(Exact
name of registrant as specified in charter)
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Tennessee
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000-31225
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62-1812853
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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211
Commerce Street, Suite 300, Nashville, Tennessee
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37201
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (615)
744-3700
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N/A
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(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):
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
5.02. Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangement of Certain
Officers
(e)
2007 Annual Cash Incentive Plan
On
January 19, 2007, the Human Resources and Compensation Committee (the
"Committee") approved the Pinnacle Financial Partners, Inc. 2007
Annual Cash Incentive Plan (the “Plan”). Pursuant to the Plan, all employees of
the Pinnacle Financial Partners, Inc. (the "Company") compensated via
a predetermined salary or hourly wage, including the Company’s executive
officers, are eligible to receive cash bonuses based upon the Company’s
attainment of certain financial goals including a limitation on the maximum
level of criticized and classified assets and the achievement of a certain
level
of earnings at and for the year ending December 31, 2007. Each employee who
is
eligible for an award is given a target of 10% to 100% of their base pay at
the
beginning of the year. The employee will be eligible to receive the award
if the Company meets its financial goals set out in the Plan and the employee
meets expectations with respect to his or her individual performance. The
amounts ultimately payable to a participating employee may be as low as 20%
of
their target award should the Company not meet its financial goals, except
for
the Company's executive officers identified below whereby the amounts ultimately
payable may be as low as 0% of their targeted award. Conversely, a participating
employee may receive up to 200% of his or her targeted award if the Company’s
earnings exceed certain increased earnings targets. In addition, the Company’s
Chief Executive Officer may, at his discretion, award up to an additional 10%
of
a participant’s base salary based on extraordinary individual performance or, in
certain circumstances, reduce a participant’s award by up to 20% of the award.
Discretionary awards to the Company’s executive officers as noted below, and
discretionary awards outside of the Chief Executive Officer’s discretionary
authority, must be preapproved by the Committee. Employees who join the Company
during the term of the Plan will be assigned a pro rata target award based
on
the number of days that the employee was employed during the calendar year.
For
2007,
the base targeted award percentage for the Company’s chief executive officer and
the four other executive officers are as follows:
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Employee
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Title
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Targeted
Award as a Percentage of Salary
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M.
Terry Turner
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Chief
Executive Officer
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100%
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Robert
A. McCabe, Jr.
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Chairman
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100%
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Hugh
M. Queener
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Chief
Administrative Officer
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85%
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Harold
R. Carpenter
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Chief
Financial Officer
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70%
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Charles
B. McMahan
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Senior
Credit Officer
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70%
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A
copy of
the Plan is filed herewith as Exhibit 10.1 and incorporated herein by
reference.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits
| 10.1 |
Pinnacle
Financial Partners, Inc. 2007 Annual Cash Incentive
Plan.
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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.
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PINNACLE
FINANCIAL PARTNERS, INC.
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By:
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/s/ Harold R. Carpenter | |
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Harold
R. Carpenter
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Executive
Vice President and
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Chief
Financial Officer
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Date: January
25, 2007
EXHIBIT
INDEX
Exhibit
Number
Description
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10.1
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Pinnacle
Financial Partners, Inc. 2007 Annual Cash Incentive
Plan.
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