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

Date of Report (Date of earliest event reported) September 1318, 2019

MidSouth Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Louisiana	1-11826	72-1020809
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
102 Versailles Boulevard, Lafayette, Louisiana		70501
(Address of principal executive offices)		(Zip Code)

102 Versailles Boulevard, Lafayette, Louisiana	70501
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code 337-237-8343

(Former name or former address, if changed since last report.)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.10 per share	MSL	The New York Stock Exchange

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):

x¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rile 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 (a) of the Exchange Act. ¨

Item 85.0107. ~~Other~~Submission ~~Events~~of Matters to a Vote of Security Holders.

AsOn of September 1318, 2019, ~~Hancock~~MidSouth ~~Whitney~~Bancorp, ~~Corporation~~Inc. (“~~Hancock~~MidSouth”) ~~Whitney~~held a Special Meeting of Shareholders (the “Special Meeting”) ~~had~~for ~~received~~the ~~regulatory~~purposes of: (i) approval ~~from~~of the ~~Board~~Agreement and Plan of ~~Governors~~Merger, dated as of ~~the~~April ~~Federal~~30, ~~Reserve System~~2019, ~~the~~by ~~Federal~~and ~~Deposit~~between ~~Insurance~~Hancock Whitney Corporation and MidSouth (the ~~Mississippi~~“Agreement ~~Department~~and Plan of ~~Banking~~Merger”) and ~~Consumer~~the ~~Finance~~transactions tocontemplated ~~complete~~thereby; ~~its~~(ii) approval, on an advisory (non-binding) ~~previously~~basis, ~~announced~~of ~~proposed~~the ~~acquisition~~compensation that certain executive officers may receive in connection with the merger of Hancock Whitney Corporation and MidSouth ~~Bancorp,~~pursuant ~~Inc.~~to (“existing agreements or arrangements with MidSouth”; and (iii) approval of a proposal for adjournment of the Special Meeting, ~~parent~~if ~~company~~necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the ~~MidSouth~~Special ~~Bank~~Meeting Nto establish a quorum or to approve the Agreement and Plan of Merger.~~A. The~~ ~~proposed~~As ~~acquisition~~of ~~was~~the ~~announced~~close onof ~~April~~business 30on August 12, 2019, isthe ~~expected~~record todate ~~close~~for onthe orSpecial ~~about~~Meeting, ~~September~~16,732,149 20shares of common stock, ~~2019~~par value, ~~and~~$0.10 ~~remains~~per ~~subject~~share, of MidSouth (the to“Common ~~approval~~Stock”) bywere ~~MidSouth’s~~outstanding ~~shareholders~~and atentitled ato ~~special~~vote. ~~meeting~~At ~~scheduled~~the ~~for~~Special ~~September~~Meeting, 1812,717,073, ~~2019~~or ~~and~~approximately 76%, of the ~~satisfaction~~outstanding ofCommon ~~other~~Stock entitled to vote were represented in person or by proxy. This ~~customary~~constituted ~~closing~~a ~~conditions~~quorum for all matters to be presented at the Special Meeting.

~~Important~~The ~~Cautionary~~results ~~Statement~~of ~~about~~the voting at the Special ~~Forward-Looking~~Meeting ~~Statements~~are as follows:

~~This~~Proposal ~~report~~1 ~~contains~~– ~~forward-looking~~Merger statements within the meaning of section 27A of the Securities Act of 1933, as amended, and section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements that we may make include statements regarding our expectations regarding the business combination, of MidSouth with Hancock Whitney. Also, any statement that does not describe historical or current facts is a forward-looking statement. These statements often include the words “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “forecast,” “goals,” “targets,” “initiatives,” “focus,” “potentially,” “probably,” “projects,” “outlook”, or similar expressions or future conditional verbs such as “may,” “will,” “should,” “would,” and “could.” Forward-looking statements are based upon the current beliefs and expectations of management and on information currently available to management. Our statements speak as of the date hereof, and we do not assume any obligation to update these statements or to update the reasons why actual results could differ from those contained in such statements in light of new information or future events. Forward-looking statements are subject to significant risks and uncertainties, including among others: the possibility that expected benefits of the proposed transaction may not materialize in the timeframe expected or at all, or may be more costly to achieve; the proposed transaction may not be timely completed, if at all; that prior to the completion of the proposed transaction or thereafter, Hancock Whitney’s and MidSouth’s respective businesses may not perform as expected due to transaction-related uncertainty or other factors; that the parties are unable to successfully implement integration strategies related to the proposed transaction; that required regulatory, shareholder or other approvals for the merger or related transactions are not obtained or the conditions to the parties’ obligations to complete the merger are not satisfied in a timely manner or at all; reputational risks and the reaction of the companies’ shareholders, customers, employees or other constituents to the proposed transaction; and diversion of management time on merger-related matters. These risks, as well as other risks relating to the parties and the proposed transaction, are more fully discussed in the Proxy Statement/Prospectus that is included in the Registration Statement on Form S-4 that has been filed with the SEC in connection with the proposed transaction. While the list of factors presented here is, and the list of factors presented in the Registration Statement is, considered representative, no such lists should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Any forward-looking statement made in this report is subject to the safe harbor protections set forth in the Private Securities Litigation Reform Act of 1995. Investors are cautioned against placing undue reliance on such statements. Actual results may differ materially from those set forth in the forward-looking statements. Additional factors that could cause actual results to differ materially from those described in the forward-looking statements can be found in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2018 and in other periodic reports that we file with the SEC.Proposal

~~Important~~By ~~Additional~~the following vote, the shareholders ~~Information~~did approve the Agreement and ~~Where~~Plan toof ~~Find~~Merger Itand the transactions contemplated thereby:

This report is being made in respect of the proposed merger transaction between Hancock Whitney and MidSouth. In connection with the proposed merger, Hancock Whitney has filed with the SEC a Registration Statement on Form S-4 (File No. 333-232716) that includes the Proxy Statement of MidSouth and a Prospectus of Hancock Whitney, as well as other relevant documents regarding the proposed transaction. A definitive Proxy Statement dated as of August 13, 2019 was sent to MidSouth shareholders beginning on August 14, 2019. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. MidSouth shareholders are urged to read the Registration Statement and the Proxy Statement in its entirety, along with any other documents filed by Hancock Whitney and MidSouth with the SEC, and any amendments or supplements to these documents, because they will contain important information regarding the merger and the parties to the merger. A free copy of the Proxy Statement/Prospectus, as well as other filings containing information about Hancock Whitney and MidSouth, may be obtained at the SEC’s Internet site (http://www.sec.gov). You are also able to obtain these documents, free of charge, from Hancock Whitney at www.hancockwhitney.com under the heading “SEC Filings” or from MidSouth at www.midsouthbank.com under the heading “SEC Filings”. Copies of the Proxy Statement/Prospectus can also be obtained, free of charge, by directing a request to Hancock Whitney Corporation, Hancock Whitney Plaza, 2510 14th Street, Gulfport, Mississippi 39501, Attention: Investor Relations, by calling 504.299.5208, or by sending an e-mail to trisha.carlson@hancockwhitney.com, or by directing a request to MidSouth Bancorp, Inc., 102 Versailles Boulevard, Lafayette, Louisiana 70501, Attention: Investor Relations, by calling 337.593.3143, or by sending an e-mail to lorraine.miller@midsouthbank.com.

Votes For			Votes Against			Abstentions			Broker Non-Votes
12,456,731			245,232			15,110			N/A

~~Participants in~~Proposal ~~the~~2 ~~Solicitation~~– Compensation Proposal

~~Hancock~~By ~~Whitney, MidSouth,~~the ~~and~~following ~~certain of their respective directors~~vote, ~~executive officers and employees may be deemed to be participants in~~ the ~~solicitation~~shareholders ofdid ~~proxies in respect of the proposed transaction. Information regarding Hancock Whitney’s directors and executive officers is available in its definitive proxy statement~~approve, ~~which was filed with the SEC~~ on ~~March~~an ~~12,~~advisory ~~2019.~~(non-binding) ~~Information regarding MidSouth’s directors and executive officers is available in its definitive proxy statement~~basis, ~~which was filed with~~ the ~~SEC~~compensation onthat ~~April 17, 2018, and~~ certain ofexecutive ~~its~~officers ~~Current Reports on Form 8-K. Other information regarding the participants in the proxy solicitation and a description~~ of ~~their~~MidSouth ~~direct~~may ~~and~~receive ~~indirect interests, by security holdings or otherwise, is contained~~ in ~~the Proxy Statement/Prospectus and other~~connection ~~relevant materials filed~~ with the ~~SEC.~~merger ~~Free copies~~ of ~~this~~Hancock ~~document~~Whitney ~~may~~Corporation beand ~~obtained~~MidSouth aspursuant ~~described~~to ~~above~~existing ~~under~~agreements ~~“Important~~or ~~Additional Information and Where to Find It.”~~arrangements:

Signature

Votes For			Votes Against			Abstentions			Broker Non-Votes
11,107,676			1,541,516			67,880			N/A

~~Pursuant~~Proposal to3 ~~the~~– ~~requirements~~Adjournment ~~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.~~Proposal

		MIDSOUTH BANCORP, INC.
		Registrant
Date:	September 13, 2019	By:	/s/ James R. McLemore
			James R. McLemore
			President and Chief Executive Officer

In connection with the Special Meeting, MidSouth also solicited proxies with respect to a proposal to adjourn the Special Meeting, if necessary or appropriate, to permit further solicitation of proxies in favor of the merger proposal. The adjournment proposal was not submitted to MidSouth shareholders for approval at the Special Meeting because MidSouth shareholders approved the merger proposal, as noted above.

Signature

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.

Date:	September 18, 2019	By:	/s/ James R. McLemore
			James R. McLemore
			President and Chief Executive Officer

Filing Compare · MIDSOUTH BANCORP INC