[8-K] RENASANT CORP Reports Material Event

Rhea-AI Filing Summary

Renasant Corporation reported that its Board approved Amended and Restated Bylaws effective April 28, 2026. Changes give the Board flexibility on the annual meeting date, clarify authority to adjourn shareholder meetings, require directors and nominating shareholders to comply with applicable banking laws, and permit board participation by remote communication.

At the 2026 annual meeting, shareholders elected 17 directors and approved a non-binding resolution on 2025 executive compensation with 76,201,345 votes for and 970,393 against. They also ratified BDO USA, P.C. as independent registered public accountants for 2026, with 82,238,959 votes for and 2,582,789 against.

8-K Event Classification

3 items: 5.03, 5.07, 9.01

3 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

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.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Bylaws effective date: April 28, 2026 Say-on-pay for votes: 76,201,345 votes Say-on-pay against votes: 970,393 votes +4 more

7 metrics

Bylaws effective date April 28, 2026 Amended and Restated Bylaws approval by Board

Say-on-pay for votes 76,201,345 votes Approval of 2025 executive compensation resolution

Say-on-pay against votes 970,393 votes Opposition to 2025 executive compensation resolution

Auditor ratification for votes 82,238,959 votes Ratification of BDO USA, P.C. for 2026

Auditor ratification against votes 2,582,789 votes Opposition to BDO USA, P.C. for 2026

Broker non-votes on director elections 7,612,705 votes Non-votes recorded for each director

Director example for votes 76,561,515 votes Votes for Connie L. Engel as director

Key Terms

Amended and Restated Bylaws, advance notice bylaw, broker non-votes, non-binding, advisory resolution, +1 more

5 terms

Amended and Restated Bylaws regulatory

"the Board of Renasant Corporation approved and adopted Amended and Restated Bylaws of Renasant Corporation"

A company’s amended and restated bylaws are its internal rulebook rewritten to include all changes in one updated document, replacing the old bylaws. For investors, this matters because the bylaws set how the board, shareholders and officers make decisions, hold votes and handle disputes; a new consolidated version can change voting rights, control mechanisms or procedures that affect corporate governance and the value or risk of an investment.

advance notice bylaw regulatory

"Amended the advance notice bylaw to make explicit that a shareholder is required to comply"

broker non-votes financial

"There were 7,612,705 broker non-votes for each director on these proposals."

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.

non-binding, advisory resolution regulatory

"To adopt a non-binding, advisory resolution approving the compensation of Renasant’s named executive officers"

independent registered public accountants financial

"To ratify the appointment of BDO USA, P.C. as Renasant’s independent registered public accountants for 2026."

Independent registered public accountants are external auditing firms licensed to examine a public company’s financial records and issue an objective opinion on whether the financial statements are accurate and follow accounting rules. They matter to investors because their independent check is like a neutral referee confirming the score in a game — it reduces the risk of errors or misleading information and helps investors trust the financial reports used to make decisions.

Understanding 8-K Material Events →

0000715072false12/3100007150722026-04-282026-04-28

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

April 28, 2026

Date of report (Date of earliest event reported)

RENASANT CORPORATION

(Exact name of registrant as specified in its charter)

Mississippi			001-13253			64-0676974
(State or other jurisdiction of incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)

209 Troy Street, Tupelo, Mississippi 38804-4827

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (662) 680-1001

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:

☐			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))

Securities 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, $5.00 par value per share			RNST			The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 28, 2026, the Board of Directors (the “Board”) of Renasant Corporation (“Renasant”) approved and adopted Amended and Restated Bylaws of Renasant Corporation (the “Bylaws”), which became effective immediately. The amendment and restatement made the following changes to the Bylaws:

•Adjusted the provision governing the date of Renasant’s annual meeting of shareholders to permit the Board to have the flexibility to set the date of the annual meeting on a date other than the fourth Tuesday of April;

•Added express language confirming that the Board or the chair of a meeting of shareholders may adjourn such meeting to a later date, regardless of whether a quorum is present;

•Revised the Bylaws to make clear that each Renasant director must satisfy the requirements of any applicable banking laws (in addition to any qualifications provided under Mississippi law);

•Inserted text reflecting Mississippi law permitting directors to participate in Board meetings by means of remote communications equipment;

•Amended the advance notice bylaw to (i) make explicit that a shareholder is required to comply with applicable banking law as a condition to submitting notice of any director nominations or other business pursuant to the Bylaws and (ii) eliminate the provision requiring the window for timely notice of director nominations to re-open if additional board seats are added within 100 days of the anniversary of the prior year’s annual meeting; and

•Other clarifying, ministerial and conforming changes.

The foregoing description of the Bylaws is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is included as Exhibit 3(ii) to this Current Report on Form 8-K and incorporated by reference herein.

Item 5.07. Submission of Matters to a Vote of Security Holders.

Renasant held its 2026 Annual Meeting of Shareholders on April 28, 2026. Proxies were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition to Renasant’s solicitations. At the meeting, shareholders voted on the following proposals:

1.To elect 17 directors, each to serve a one-year term;

2.To adopt a non-binding, advisory resolution approving the compensation of Renasant’s named executive officers in 2025; and

3.To ratify the appointment of BDO USA, P.C. as Renasant’s independent registered public accountants for 2026.

All of Renasant’s nominees for directors as listed in the proxy statement were elected with the following vote:

			For			Votes Withheld
Gary D. Butler			74,551,247			2,756,846
Kevin D. Chapman			76,011,912			1,296,181
Donald Clark, Jr.			74,210,824			3,097,269
M. Ray (Hoppy) Cole, Jr.			74,938,018			2,370,075
John M. Creekmore			66,532,674			10,775,419
Albert J. Dale, III			75,197,520			2,110,573
Jill V. Deer			75,417,421			1,890,672
Connie L. Engel			76,561,515			746,578
Rose J. Flenorl			76,534,158			773,935
John T. Foy			74,032,268			3,275,825
Neal A. Holland, Jr.			64,830,660			12,477,433
Jonathan A. Levy			76,442,766			865,327
E. Robinson McGraw			74,959,781			2,348,312
Renee Moore			76,470,064			838,029
Ted E. Parker			74,540,382			2,767,711
Sean M. Suggs			76,561,139			746,954
C. Mitchell Waycaster			75,062,224			2,245,869

There were 7,612,705 broker non-votes for each director on these proposals.

The non-binding, advisory resolution approving the compensation of Renasant’s named executive officers in 2025 was approved with the following vote:

For			Against			Abstentions			Broker Non-Votes
76,201,345			970,393			136,355			7,612,705

The appointment of BDO USA, P.C. as Renasant’s independent registered public accountants for 2026 was ratified with the following vote:

For			Against			Abstentions			Broker Non-Votes
82,238,959			2,582,789			99,050			—

Item 9.01.    Financial Statements and Exhibits.

    (d)    The following exhibits are filed herewith:

    Exhibit No.    Description

3(ii)        Amended and Restated Bylaws of Renasant Corporation

104        The cover page of Renasant Corporation’s Form 8-K is formatted in Inline XBRL

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.

						RENASANT CORPORATION
Date: May 1, 2026						By:			/s/ Kevin D. Chapman
									Kevin D. Chapman
									Chief Executive Officer

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-3.2 EX-3.2 95.9 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.2 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.7 KB