Pinnacle Financial Partners, Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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): October 16, 2007
PINNACLE FINANCIAL PARTNERS, INC.
(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) |
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
(a) On October 16, 2007, the Board of Directors of Pinnacle Financial Partners, Inc. (the
“Company”) amended the Bylaws of the Company to (i) provide that a director who is appointed to
fill a vacancy on the board shall continue as a director only until the next meeting of the
shareholders, (ii) clarify the procedures that the board of directors shall observe when selecting
management nominees to the board of directors and (iii) allow for un-certificated shares. Prior to
the amendment, the Bylaws of the Company provided that directors who were appointed to fill a
vacancy served as a director until the expiration of the term of the director who was being
replaced or the class of directors in which the vacancy had been created. With respect to the
director nomination process, the amendment clarifies the Company’s practice that management
nominees to the board of directors must be reviewed and recommended to the board of directors by
the Company’s Nominating and Corporate Governance Committee. Finally, prior to the amendment, the
Company’s Bylaws provided for certificated shares only.
A copy of the Bylaws of the Company, as amended, is attached to this Form 8-K as Exhibit
3.2.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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3.2
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Bylaws of Pinnacle Financial Partners, Inc., as amended (restated for SEC electronic filing
purposes only). |
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:
Name:
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/s/ Harold R. Carpenter
Harold R. Carpenter
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Title:
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Executive Vice President and
Chief Financial Officer |
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Date: October 22, 2007
EXHIBIT INDEX
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| Exhibit |
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Description |
3.2
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Bylaws of Pinnacle Financial Partners, Inc., as amended
(restated for SEC electronic filing purposes only). |