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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): April 29, 2011 (April 27, 2011)
 
BANCORPSOUTH, INC.
(Exact name of registrant as specified in its charter)
         
Mississippi   1-12991   64-0659571
         
(State or other
jurisdiction of
incorporation)
  (Commission File
Number)
  (IRS Employer
Identification No.)
     
One Mississippi Plaza    
201 South Spring Street    
Tupelo, Mississippi   38804
     
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code ( 662) 680-2000
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):
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Section 5 — Corporate Governance and Management
Item 5.07.   Submission of Matters to a Vote of Security Holders.
     The annual meeting of Shareholders (the “Annual Meeting”) of BancorpSouth, Inc. (the “Company”) was held on April 27, 2011. Matters submitted at the Annual Meeting and the voting results thereof were as follows:
     Proposal 1: Election of Directors. The shareholders of the Company elected each of the Class II director nominees nominated by the Company’s Board of Directors to serve until the 2014 annual meeting of shareholders or until his earlier retirement by the following vote:
                         
                    Broker  
Director   For     Withheld     Non-Votes  
W.G. Holliman, Jr.
    50,153,691       10,388,840       11,964,644  
Warren A. Hood, Jr.
    59,487,227       1,055,304       11,964,644  
James V. Kelley
    50,112,966       10,429,565       11,964,644  
Turner O. Lashlee
    49,945,252       10,597,279       11,964,644  
Alan W. Perry
    47,664,648       12,877,883       11,964,644  
     Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm. The Company’s shareholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2011 by the following vote:
         
For   Against   Abstain
71,112,274
  1,182,010   212,891
     Proposal 3: Advisory Vote on Executive Compensation. The Company’s shareholders approved, on an advisory basis, the compensation of the Company’s Named Executive Officers, as defined in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 25, 2011, by the following vote:
             
            Broker
For   Against   Abstain   Non-Votes
57,077,310   2,933,234   531,983   11,964,648
     Proposal 4: Advisory Vote on Frequency of Advisory Vote on Executive Compensation. The Company’s shareholders approved, on an advisory basis, three years as the frequency with which the Company should conduct an advisory vote on the compensation of the Company’s Named Executive Officers by the following vote:
                 
                Broker
Three Years   Two Years   One Year   Abstain   Non-Votes
37,386,841   1,302,152   21,079,418   773,891   11,964,872
     Proposal 5: Approval of the BancorpSouth, Inc. Long-Term Equity Incentive Plan. The Company’s shareholders approved the BancorpSouth, Inc. Long-Term Equity Incentive Plan by the following vote:
             
            Broker
For   Against   Abstain   Non-Votes
55,259,323   4,508,189   775,012   11,964,650

 


 

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.
         
  BANCORPSOUTH, INC.
 
 
  By:   /s/ Cathy S. Freeman    
    Cathy S. Freeman   
    Executive Vice President and Corporate
Secretary 
 
 
Date: April 29, 2011