Pinnacle Financial (NYSE: PNFP) shareholders approve directors, pay and KPMG
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Pinnacle Financial Partners, Inc. reported results of its 2026 Annual Meeting of Shareholders held on May 21, 2026. Shareholders elected 15 director nominees by majority vote and recorded 17,015,646 broker non-votes for each director.
Investors approved the 2026 Omnibus Plan with 114,920,161 votes for, 2,070,438 against, and 1,316,624 abstentions. They also approved the advisory say-on-pay resolution with 113,808,058 votes for, 3,438,487 against, and 1,060,678 abstentions.
On say-on-pay frequency, shareholders most strongly supported an annual vote, with 111,729,694 votes for one year. They ratified KPMG LLP as independent auditor for the year ended December 31, 2026, with 134,009,570 votes for, 383,499 against, and 929,800 abstentions.
Positive
- None.
Negative
- None.
8-K Event Classification
Item 5.07 — Submission of Matters to a Vote of Security Holders
1 item
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Key Figures
2026 Omnibus Plan votes for: 114,920,161 votes
Say-on-pay votes for: 113,808,058 votes
Say-on-pay annual frequency support: 111,729,694 votes
+4 more
7 metrics
2026 Omnibus Plan votes for
114,920,161 votes
Approval of Pinnacle Financial Partners, Inc. 2026 Omnibus Plan
Say-on-pay votes for
113,808,058 votes
Advisory vote approving named executive officer compensation
Say-on-pay annual frequency support
111,729,694 votes
Votes favoring 1-year frequency for say-on-pay advisory votes
Auditor ratification votes for
134,009,570 votes
Ratification of KPMG LLP as 2026 independent auditor
Broker non-votes per proposal
17,015,646 votes
Broker non-votes on director, plan, and say-on-pay items
Votes for Kevin S. Blair
116,739,049 votes
Director election at 2026 Annual Meeting of Shareholders
Votes for Teresa White
116,363,961 votes
Director election at 2026 Annual Meeting of Shareholders
Key Terms
broker non-votes, Omnibus Plan, advisory vote, independent auditor, +1 more
5 terms
broker non-votes financial
"There were 17,015,646 broker non-votes for each director on this proposal."
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
Omnibus Plan financial
"The Pinnacle Financial Partners, Inc. 2026 Omnibus Plan was approved."
An omnibus plan is a single, broad employee compensation program that groups together different types of pay awards — such as stock options, restricted shares, cash bonuses and other incentives — under one set of rules and administration. Think of it as a single toolbox that lets a company give and track many kinds of employee pay from one place; investors care because it affects potential share dilution, how executive incentives are structured, and the size and timing of compensation expense.
advisory vote financial
"An advisory vote on the compensation of the Company’s named executive officers as determined by the Compensation and Human Capital Committee was approved."
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
independent auditor financial
"The appointment of KPMG LLP as the Company’s independent auditor for the fiscal year ended December 31, 2026 was ratified."
An independent auditor is an outside, qualified accounting professional or firm that examines a company's financial records and controls to determine whether its financial statements are accurate and prepared according to accepted accounting rules. Like a neutral referee or home inspector, the auditor issues a report that gives investors confidence (or raises red flags) about the reliability of the numbers, which affects assessments of risk, valuation and investment decisions.
emerging growth company regulatory
"Emerging growth company The Company’s 2026 Annual Meeting of Shareholders was held on May 21, 2026."
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
FAQ
What were the say-on-pay results for Pinnacle Financial (PNFP) executives?
Shareholders approved the advisory vote on named executive officer compensation, with 113,808,058 votes for, 3,438,487 against, 1,060,678 abstentions, and 17,015,646 broker non-votes. This reflects shareholder support for the Compensation and Human Capital Committee’s pay decisions for top executives.
How often will Pinnacle Financial (PNFP) hold say-on-pay votes based on this meeting?
Shareholders expressed a clear preference for an annual advisory vote on executive compensation, with 111,729,694 votes for one year, 201,651 for two years, 5,386,534 for three years, and 989,344 abstentions. The board typically considers this outcome when setting future vote frequency.
Were Pinnacle Financial (PNFP) director nominees elected at the 2026 meeting?
All 15 director nominees named in the proxy statement were elected by majority vote. Each nominee received over 109 million votes for, alongside 17,015,646 broker non-votes recorded for every director position on the ballot at the 2026 Annual Meeting.