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

April 29, 2014
Date of Report (Date of earliest event reported)
 
 
TRUSTMARK CORPORATION
(Exact name of registrant as specified in its charter)

Mississippi
000-03683
64-0471500
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

248 East Capitol Street, Jackson, Mississippi
39201
 (Address of principal executive offices)
(Zip Code)
   
Registrant’s telephone number, including area code:
(601) 208-5111

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:

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 5.07.  Submission of Matters to a Vote of Security Holders.
 
Trustmark Corporation (Trustmark) held its annual shareholders’ meeting on April 29, 2014, at which three proposals were submitted to Trustmark’s shareholders.  The proposals are described in detail in Trustmark’s proxy statement for the annual meeting filed with the Securities and Exchange Commission on March 17, 2014.  The final results for the votes regarding the proposals are set forth below.
 
Proposal #1:  Election of directors.

Trustmark’s shareholders elected the ten directors named below to serve until the 2015 annual shareholders’ meeting or until their successors have been elected and qualified.  The votes cast for each of the ten directors, who constitute the entire Board of Directors of Trustmark following the meeting, are set forth below:
 
   
For
   
Withheld
   
Broker Non-Votes
 
Adolphus B. Baker
    46,511,850       325,113       10,899,135  
Toni D. Cooley
    46,510,563       326,400       10,899,135  
Daniel A. Grafton
    46,509,367       327,596       10,899,135  
Gerard R. Host
    46,531,844       305,119       10,899,135  
David H. Hoster II
    46,487,716       349,247       10,899,135  
John M. McCullouch
    46,504,537       332,426       10,899,135  
Richard H. Puckett
    45,234,163       1,602,800          10,899,135  
R. Michael Summerford
    46,510,398       326,565       10,899,135  
LeRoy G. Walker, Jr.
    46,525,055       311,908       10,899,135  
William G. Yates III
    46,306,059       530,094       10,899,135  
 
Proposal #2:   Advisory vote to approve executive compensation.

Trustmark’s shareholders approved, on an advisory basis, the compensation of Trustmark’s executive officers as disclosed in the proxy statement.  The votes regarding Proposal #2 were as follows:
For
   
Against
   
Abstentions
   
Broker Non-Votes
 
  45,939,945       611,824       285,194       10,899,135  


Proposal #3:   Ratification of the selection of KPMG LLP.

Trustmark’s shareholders ratified the selection of KPMG LLP as Trustmark’s independent auditors for the fiscal year ending December 31, 2014.  The votes regarding Proposal #3 were as follows:

For
   
Against
   
Abstentions
 
  55,653,566       1,986,916       95,616  
 

 
 

 
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.

TRUSTMARK CORPORATION


BY:
/s/ Louis E. Greer 
 
Louis E. Greer
 
Treasurer and Principal Financial Officer
   
DATE:
May 5, 2014