RENASANT CORP 8-K

What Happened
Renasant Corporation announced on April 28, 2026 that its Board approved and adopted Amended and Restated Bylaws effective immediately and held its 2026 Annual Meeting that same day. At the meeting shareholders elected all 17 director nominees to one-year terms, approved a non-binding advisory vote on 2025 executive compensation, and ratified BDO USA, P.C. as Renasant’s independent registered public accountants for 2026.

Key Details

• Bylaws changes (effective April 28, 2026) include: Board flexibility to set the annual meeting date (no longer fixed to the fourth Tuesday of April), express authority to adjourn shareholder meetings even without a quorum, requirement that directors satisfy applicable banking laws, allowance for remote participation in Board meetings under Mississippi law, and revisions to advance notice rules (shareholder nominators must comply with banking laws; removal of a 100‑day re-open window for nominations).
• 2026 Annual Meeting results: all 17 nominees elected; there were 7,612,705 broker non‑votes on the director votes. Example tallies: Kevin D. Chapman — For 76,011,912; Withheld 1,296,181.
• Say‑on‑pay (non‑binding) approved: For 76,201,345; Against 970,393; Abstentions 136,355; Broker non‑votes 7,612,705.
• Auditor ratification: BDO USA, P.C. ratified as independent auditors — For 82,238,959; Against 2,582,789; Abstentions 99,050.

Why It Matters
These governance changes give Renasant’s Board greater scheduling and procedural flexibility and explicitly align director qualifications with applicable banking laws, which is material for a bank holding company. The advance notice changes may affect how and when shareholders can nominate directors. The annual meeting results confirm the Board slate, investor support for executive pay (non‑binding), and continuity of the auditor for 2026 — all relevant to corporate governance oversight and investor expectations.