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Form 8-K Pinnacle Financial Partn For: May 21

May 22, 2026 4:23 PM
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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 21, 2026
Date of Report
(Date of Earliest Event Reported)

Pinnacle Financial Partners, Inc.
(Exact Name of Registrant as Specified in its Charter)
Georgia001-4303839-3738880
(State of Incorporation)(Commission File Number)(IRS Employer Identification No.)

3400 Overton Park Drive, Atlanta, Georgia 30339
(Address of principal executive offices) (Zip Code)

(706) 641-6500
(Registrant’s telephone number, including area code)

__________________________
(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:

    ☐    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 Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, $1.00 Par Value
PNFP
New York Stock Exchange
Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A
PNFP - PrA
New York Stock Exchange
Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B
PNFP - PrB
New York Stock Exchange
Depositary Shares, each representing 1/40 interest in a Share of 6.75% Fixed-Rate Non-Cumulative Perpetual Preferred Stock Series C
PNFP - PrC
New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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 5.07
Submission of Matters to a Vote of Security Holders.
The Company’s 2026 Annual Meeting of Shareholders was held on May 21, 2026. The following is a summary of the proposals that were submitted to the shareholders for approval and a tabulation of the votes with respect to each proposal.

Proposal 1

The following 15 nominees named in the proxy statement for the Company’s 2026 Annual Meeting of Shareholders were elected by majority vote.

NomineeVotes ForVote AgainstAbstentions
Tim E. Bentsen115,128,0962,098,1581,080,969
Kevin S. Blair116,739,049508,5111,059,663
Abney S. Boxley, III109,741,9917,645,498919,734
Gregory L. Burns113,761,6503,462,7561,082,817
Pedro Cherry116,711,147515,5871,080,489
Thomas C. Farnsworth, III109,663,0227,574,0941,070,107
David B. Ingram116,253,0871,134,217919,919
John H. Irby116,451,364779,0301,076,829
Decosta E. Jenkins116,017,9871,207,1481,082,088
Robert A. McCabe, Jr.115,459,0101,939,475908,738
Gregory Montana116,484,674743,2681,079,281
Barry L. Storey115,628,0711,605,0141,074,138
G. Kennedy Thompson115,923,1441,455,418928,661
M. Terry Turner114,875,0202,527,026905,177
Teresa White116,363,9611,028,711914,551

There were 17,015,646 broker non-votes for each director on this proposal.

Proposal 2

The Pinnacle Financial Partners, Inc. 2026 Omnibus Plan was approved.

Votes ForVotes AgainstAbstentionsBroker Non-Votes
114,920,1612,070,4381,316,62417,015,646

Proposal 3

An advisory vote on the compensation of the Company’s named executive officers as determined by the Compensation and Human Capital Committee was approved.

Votes ForVotes AgainstAbstentionsBroker Non-Votes
113,808,0583,438,4871,060,67817,015,646




Proposal 4

An advisory vote on the frequency of approval of the compensation of the Company's named executive officers as determined by the Compensation Committee.

1 year2 years3 yearsAbstentionsBroker Non-Votes
111,729,694201,6515,386,534989,34417,015,646

Proposal 5

The appointment of KPMG LLP as the Company’s independent auditor for the fiscal year ended December 31, 2026 was ratified.

Votes ForVotes AgainstAbstentionsBroker Non-Votes
134,009,570383,499929,8000



Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Pinnacle Financial Partners, Inc. has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
PINNACLE FINANCIAL PARTNERS, INC.
Date: May 22, 2026
By: /s/ Allan E. Kamensky
Name: Allan E. Kamensky
Title: Executive Vice President and Chief Legal Officer


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