UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
May 10, 2011
Date of Report (Date of earliest event reported)
TRUSTMARK CORPORATION
(Exact name of registrant as specified in its charter)
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Mississippi
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000-03683
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64-0471500
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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248 East Capitol Street, Jackson, Mississippi
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39201
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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:
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(601) 208-5111
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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:
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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))
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EXPLANATORY NOTE
Pursuant to Item 5.07(d) of Form 8-K, Trustmark Corporation (Trustmark) is filing this Amendment to its Form 8-K originally filed on May 13, 2011, solely for the purpose of disclosing Trustmark’s decision on the frequency of future advisory votes on executive compensation.
Item 5.07. Submission of Matters to a Vote of Security Holders.
In the proxy statement that Trustmark provided to its shareholders in connection with Trustmark’s 2011 Annual Meeting of Shareholders (the Annual Meeting), the Board of Directors of Trustmark recommended that the shareholders vote, on an advisory basis, in favor of conducting future advisory votes on executive compensation every year. These advisory votes on executive compensation are periodic, non-binding shareholder votes to approve the compensation paid to Trustmark’s named executive officers as disclosed in Trustmark’s proxy statements, and are required under Section 14A of the Securities Exchange Act of 1934, as
amended (the Exchange Act).
At its Annual Meeting on May 10, 2011, approximately 75% of the shares voting on Proposal #3 (Advisory vote on the frequency of future advisory votes on executive compensation) voted in favor of an annual frequency for future advisory votes on executive compensation. Consistent with the shareholders’ vote on Proposal #3, the Board of Directors of Trustmark has approved an annual frequency for future advisory votes on executive compensation. As a result, Trustmark expects that an advisory vote on executive compensation will be held every year through 2017, when the next shareholder vote on the frequency of future
advisory votes on executive compensation is required under the Exchange Act.
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
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BY:
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/s/ Louis E. Greer
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Louis E. Greer
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Treasurer and Principal Financial Officer
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DATE:
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September 29, 2011
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