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): May 4, 2010 (April 28, 2010)
BANCORPSOUTH, INC.
(Exact name of registrant as specified in its charter)
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| Mississippi
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1-12991
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64-0659571 |
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(State or other
jurisdiction of
incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.) |
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| One Mississippi Plaza |
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| 201 South Spring Street |
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| Tupelo, Mississippi
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38804 |
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| (Address of principal executive offices)
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(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 28,
2010. 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 III director nominees nominated by the Company’s Board of Directors to serve until the 2013 annual
meeting of shareholders or until his earlier retirement. The following is a
breakdown of the voting results:
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| Director |
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Votes For |
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Withheld |
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Broker
Non-Votes |
Larry G. Kirk |
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57,295,655 |
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6,633,360 |
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8,585,943 |
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Guy W. Mitchell, III |
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57,396,179 |
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6,532,836 |
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8,585,943 |
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R. Madison Murphy |
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59,256,817 |
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4,672,198 |
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8,585,943 |
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Aubrey B. Patterson |
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58,432,553 |
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5,496,462 |
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8,585,943 |
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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, 2010 by the following vote:
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| For |
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Against |
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Abstain |
| 70,535,345
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869,677
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1,109,936 |
Proposal 3: Shareholder Proposal Requesting Necessary Steps Be Taken To Cause The Annual
Election of All Directors. The Company’s shareholders did not approve Proposal 3 as indicated by the following vote:
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| For |
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Against |
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Abstain |
| 26,473,719
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35,528,765
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1,925,527 |