DEF: Pinnacle Financial Partners Sets Date for 2025 Annual Shareholder Meeting, Announces Director Transition

Pinnacle Financial Partners will hold its annual shareholder meeting on April 15, 2025, to elect directors, ratify the accounting firm appointment, and conduct an advisory vote on executive compensation.

Summary

• Pinnacle Financial Partners, Inc. will hold its annual meeting of shareholders on April 15, 2025, in Nashville, Tennessee.
• Shareholders will vote to elect twelve directors for a one-year term.
• They will also ratify the appointment of Crowe LLP as the company's independent registered public accounting firm for 2025.
• An advisory vote on the company's named executive officer compensation will also take place.
• The record date for determining shareholders eligible to vote is February 20, 2025.
• The company is providing proxy materials online, but paper copies are available upon request.
• Director Joseph Galante's service on the board will end following the Annual Meeting due to reaching the age limit.

Sentiment

Score: 7

Explanation: The document presents a positive outlook with a focus on corporate governance, social responsibility, and shareholder engagement. The company is taking steps to address environmental concerns and is committed to creating a great place to work for its associates.

Positives

• The company is committed to environmental responsibility, including measuring its climate impact and preparing for regulatory reporting requirements.
• Pinnacle is focused on firmwide energy and expense efficiencies, including sustainable building designs.
• The company is developing client advisory and banking capabilities related to climate events.
• Pinnacle is committed to social responsibility, aiming to create a great place to work for all associates.
• The company is committed to equal pay, with 100% of non-commissioned associates paid at least $17 per hour.
• Pinnacle offers associates paid time off, firm-wide holiday observances, and paid parental leave.
• The company supports local nonprofits through volunteerism, financial contributions, and nonprofit banking services.
• Pinnacle has a strong track record of financial support to nonprofits and charitable causes.
• The company is actively engaged with shareholders through press releases, earnings calls, and investor conferences.
• Pinnacle has increased its quarterly dividend six times since 2013, most recently to $0.24 per share in Q1 2025.
• The company has an active share repurchase program.

Risks

• The increasing risk of major severe-weather related events and potential shifts toward a lower-carbon economy require attention and oversight by firm leadership.
• The amount and timing of future dividend payments are subject to the discretion of the Board and will depend on various factors, including regulatory capital requirements.

Future Outlook

The company looks forward to continuing to deliver value to clients, shareholders, and communities.

Management Comments

• We look forward to continuing to deliver value to our clients, shareholders and communities.
• We are grateful for your continued support of our Board and Pinnacle Financial Partners.

Industry Context

The document highlights the increasing importance of environmental, social, and governance (ESG) factors in the financial industry, with Pinnacle establishing committees and initiatives to address these issues.

Comparison to Industry Standards

• The Company believes its direct and purchased emissions are slightly lower than similarly sized firms and available public bank benchmarks.
• Geography contributes to this, with the Southeasts favorable climate requiring less building heat and the electric grid being less emissive due to nuclear, hydroelectric and other renewable power generation.

Management Changes

Corporate Governance

Related Party Transactions

• The Bank has loan and deposit transactions in the ordinary course of business with directors and officers of the Company and the Bank and their affiliates, including members of their families, and corporations, partnerships or other organizations in which the directors and officers have a controlling interest.
• All these transactions were entered into on substantially the same terms (including price, interest rate and collateral) as those prevailing at the same time for comparable transactions with unrelated parties and did not involve more than the normal risk of collectability or present other unfavorable features to the Company or the Bank.

Stakeholder Impact

• Shareholders are encouraged to participate in the annual meeting and vote on key proposals.
• Employees are supported through various benefits, training, and development programs.
• Clients benefit from the company's commitment to providing distinctive service and effective advice.
• Communities are supported through the company's charitable giving and community development initiatives.

Next Steps

• Shareholders are encouraged to vote and submit their proxy as soon as possible.
• The company will continue to monitor and adapt to evolving regulatory requirements related to climate sustainability.
• Pinnacle will continue to develop financial and advisory capabilities to meet client needs in the area of climate events.
• The company will continue to focus on workforce inclusion, engagement, and fairness.
• Pinnacle will continue to support local nonprofits through volunteerism, financial contributions, and nonprofit banking services.

Key Dates