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Get filing alertsPinnacle Financial elects 15 directors, approves 2026 equity plan and executive pay
Filed May 22, 2026 · Period ending May 21, 2026 · ~1 min read
Key Changes
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Shareholders approved the 2026 Omnibus Plan with 97.5% support (114.9M for, 2.1M against), establishing the framework for future stock-based compensation to employees and directors.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
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All 15 director nominees elected with support ranging from 92.7% to 98.8%; Boxley and Farnsworth received the highest opposition at 6.5% and 6.4% respectively.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
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Executive compensation approved with 96.8% support (113.8M for, 3.4M against), reflecting routine shareholder endorsement of the compensation program.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
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Shareholders voted 94.7% in favor of annual say-on-pay frequency (111.7M annual vs 5.4M triennial), signaling preference for yearly compensation reviews.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
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KPMG LLP ratified as independent auditor for 2026 with 99.0% approval (134.0M for, 0.4M against).
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
Summary
Pinnacle Financial Partners held its 2026 annual meeting on May 21, with shareholders approving all management proposals by comfortable margins. The most material outcome was approval of the 2026 Omnibus Plan, which received 97.5% support and will govern future equity compensation grants.
All 15 director nominees were elected, with support levels between 92.7% and 98.8%—well within normal ranges for uncontested elections. Executive compensation passed with 96.8% approval, and shareholders expressed a strong preference (94.7%) for annual say-on-pay votes going forward. For retail holders, this is a routine governance matter with no immediate concerns.
The vote results indicate healthy shareholder alignment with management on compensation practices and board composition. The new equity plan provides the company flexibility to continue using stock-based incentives, a standard tool for attracting and retaining talent in the financial services sector.
Section-by-Section Diff
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Pinnacle Financial Partners held its 2026 annual meeting, electing 15 directors and approving executive compensation, equity plan, and auditor.
Show 3 minor / wording changes
Added in current filing · verify on EDGAR →
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
Executive compensation received 96.8% approval from votes cast. The 3.1% opposition level is routine and indicates strong shareholder support for the compensation program.
Added in current filing · verify on EDGAR →
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
Shareholders voted on how often to hold say-on-pay votes. Annual frequency received 94.7% support among the three options, with triennial receiving 4.6% and biennial 0.2%. The board will likely adopt annual say-on-pay votes going forward.
Added in current filing · verify on EDGAR →
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
KPMG LLP was ratified as independent auditor for 2026 with 99.0% approval. This routine proposal had no broker non-votes since brokers can vote on auditor ratification without client instruction.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 21, 2026 · How we verify