RNST » Topics » RENASANT CORPORATION

This excerpt taken from the RNST 8-K filed Oct 20, 2009.

ABOUT RENASANT CORPORATION:

Renasant Corporation is the parent of Renasant Bank and Renasant Insurance. Renasant has assets of approximately $3.64 billion and operates over 60 banking, mortgage and insurance offices in Mississippi, Tennessee and Alabama.

This excerpt taken from the RNST 8-K filed Jul 21, 2009.

ABOUT RENASANT CORPORATION:

Renasant Corporation is the parent of Renasant Bank and Renasant Insurance. Renasant has assets of approximately $3.70 billion and operates over 60 banking, mortgage and insurance offices in Mississippi, Tennessee and Alabama.

This excerpt taken from the RNST 8-K filed Jul 8, 2009.

ABOUT RENASANT CORPORATION:

Renasant Corporation is the parent of Renasant Bank and Renasant Insurance. As of March 31, 2009, Renasant had assets of approximately $3.8 billion and operated over 65 banking, mortgage, financial services and insurance offices in Mississippi, Tennessee and Alabama. More information about Renasant Corporation can be found on its website at www.renasant.com.

This excerpt taken from the RNST 8-K filed Apr 22, 2009.

ABOUT RENASANT CORPORATION:

Renasant Corporation is the parent of Renasant Bank and Renasant Insurance. Renasant has assets of approximately $3.8 billion and operates 66 banking, mortgage and insurance offices in Mississippi, Tennessee and Alabama.

This excerpt taken from the RNST DEF 14A filed Mar 6, 2009.

RENASANT CORPORATION

(Name of Registrant as Specified in its Charter)

 

       

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[ x ] No fee required.

[    ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1.) Title of each class of securities to which transaction applies:

2.) Aggregate number of securities to which transaction applies:

3.) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11

     (set forth the amount on which the filing fee is calculated and state how it was determined):

4.) Proposed maximum aggregate value of transaction:

5.) Total fee paid:

 

[    ]

Fee paid previously with preliminary materials.

 

[    ]

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of filing.

1.) Amount previously paid:

2.) Form, Schedule or Registration Statement No.:

3.) Filing Party:

4.) Date Filed:


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RENASANT CORPORATION

209 Troy Street

Tupelo, Mississippi 38804

March 6, 2009

Dear Shareholder:

On behalf of the board of directors, we cordially invite you to attend the 2009 Annual Meeting of Shareholders of Renasant Corporation. The annual meeting will be held beginning at 1:30 p.m., Central time, on Tuesday, April 21, 2009, at the principal offices of Renasant Bank, 209 Troy Street, Tupelo, Mississippi 38804. The formal notice of the annual meeting appears on the next page.

At the annual meeting, you will be asked to:

 

  1.

Elect six Class 1 directors, each to serve a three-year term;

 

  2.

Ratify the appointment of Horne, LLP as the independent registered public accountants for 2009.

 

  3.

Transact such other business as may properly come before the annual meeting or any adjournments thereof.

The accompanying proxy statement provides detailed information concerning the matters to be acted upon at the annual meeting. We urge you to review this proxy statement and each of the proposals carefully. It is important that your views be represented at the annual meeting regardless of the number of shares you own or whether you are able to attend the annual meeting in person.

This year, we have taken advantage of the Securities and Exchange Commission’s rules allowing companies to furnish proxy materials to shareholders over the Internet. We believe that this process expedites shareholders’ receipt of proxy materials and also reduces the cost and environmental impact of our annual meeting. On March 6, 2009, we posted on our Internet website, http://www.cfpproxy.com/5439, a copy of our 2009 proxy statement, proxy card, 2008 Summary Annual Report and our Annual Report on Form 10-K for the year ended December 31, 2008 and mailed to our institutional shareholders who own our stock directly in their name a Notice containing instructions on how to access those documents and vote online. On the same day, the accompanying proxy statement and proxy card were mailed to our shareholders who are individuals and own our stock directly in their own name.

Any shareholder who received paper copies of this year’s proxy statement, proxy card, summary annual report and annual report will continue to receive these materials by mail. The proxy statement contains instructions on how you can (1) receive a paper copy of these materials, if you only received a Notice by mail, or (2) elect to receive these materials over the Internet, if you received them by mail this year.

You may vote your shares via a toll-free telephone number or over the Internet. If you received a paper copy of the proxy card, you may sign, date and mail the proxy card in the envelope provided. Instructions regarding the three methods of voting are contained on the Notice and on the proxy card.

On behalf of our board of directors, I would like to express our appreciation for your continued interest in Renasant Corporation.

 

Sincerely,
/s/ E. Robinson McGraw
E. Robinson McGraw
Chairman of the Board, President and
Chief Executive Officer
This excerpt taken from the RNST 8-K filed Jan 20, 2009.

ABOUT RENASANT CORPORATION:

Renasant Corporation is the parent of Renasant Bank and Renasant Insurance. As of December 31, 2008, Renasant had assets of approximately $3.7 billion and operated over 65 banking, mortgage, financial services and insurance offices in Mississippi, Tennessee and Alabama.

These excerpts taken from the RNST 8-K filed Oct 22, 2008.

ABOUT RENASANT CORPORATION:

Renasant Corporation is the parent of Renasant Bank and Renasant Insurance. As of September 30, 2008, Renasant had assets of approximately $3.7 billion and operated over 65 banking, mortgage, financial services and insurance offices in Mississippi, Tennessee and Alabama.

RENASANT CORPORATION

Pursuant to the provisions of Section 79-4-10.20 of the Mississippi Business Corporation Act and in accordance with the Bylaws of Renasant Corporation, as amended (the “Bylaws”), the Board of Directors hereby adopts the following Articles of Amendment to the Bylaws of Renasant Corporation:

The Bylaws are hereby amended by deleting Article VI of the Bylaws and replacing it in its entirety with the following:

This excerpt taken from the RNST 8-K filed Jul 16, 2008.

ABOUT RENASANT CORPORATION:

Renasant Corporation is the parent of Renasant Bank and Renasant Insurance. As of June 30, 2008, Renasant has assets of approximately $3.8 billion and operates over 65 banking, mortgage, financial services and insurance offices in Mississippi, Tennessee and Alabama.


This excerpt taken from the RNST 8-K filed Apr 16, 2008.

ABOUT RENASANT CORPORATION:

Renasant Corporation is the parent of Renasant Bank and Renasant Insurance. Renasant has assets of approximately $3.7 billion and operates 67 banking, mortgage and insurance offices in 41 cities in Mississippi, Tennessee and Alabama.

This excerpt taken from the RNST DEF 14A filed Mar 12, 2008.

Renasant Corporation

 

              Please mark as
              Indicated in this
              example

 

(1) To elect seven Class 3 directors for a three-year term expiring in 2011:

 

   [        ]    FOR ALL NOMINEES
   [        ]    WITHHOLD AUTHORITY FOR ALL NOMINEES
   [        ]    FOR ALL EXCEPT (See instructions below)
     

NOMINEES:

     

•        William M. Beasley

     

•        Marshall H. Dickerson

     

•        R. Rick Hart

     

•        Richard L. Heyer, Jr.

     

•        J. Niles McNeel

     

•        Michael D. Shmerling

     

•        H. Joe Trulove

To elect two Class 1 directors for a one-year term expiring in 2009:   
     

•        Albert J. Dale, III

     

•        T. Michael Glenn


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Instructions: To withhold authority to vote for any individual nominee in this Proposal, mark “FOR ALL EXCEPT” and write the nominee’s name on the line below.

 

 

   

Proposal Nos. 1 and 2 in the accompanying proxy statement have been combined into Proposal No. 1 on this proxy card.

 

  (2) To transact such other business as may properly come before the annual meeting or any adjournments thereof.

THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED AS SPECIFIED ABOVE. IF NO SPECIFIC DIRECTIONS ARE GIVEN, THESE SHARES WILL BE VOTED TO ELECT THE NOMINEES LISTED IN PROPOSAL NO. 1 ON THIS PROXY CARD AS CLASS 3 DIRECTORS AND THE NOMINEES LISTED IN PROPOSAL NO. 1 ON THIS PROXY CARD AS CLASS 1 DIRECTORS. THE PROXIES WILL VOTE IN THEIR DISCRETION ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF.

This excerpt taken from the RNST 10-Q filed Nov 9, 2007.

RENASANT CORPORATION

Pursuant to the provisions of Section 79-4-10.20 of the Mississippi Business Corporation Act and in accordance with the Bylaws of Renasant Corporation, as amended (the “Bylaws”), the Board of Directors hereby adopts the following Articles of Amendment to the Bylaws of Renasant Corporation:

The Bylaws are hereby amended by deleting Article VI of the Bylaws and replacing it in its entirety with the following:

These excerpts taken from the RNST 8-K filed Oct 17, 2007.

RENASANT CORPORATION

Pursuant to the provisions of Section 79-4-10.20 of the Mississippi Business Corporation Act and in accordance with the Bylaws of Renasant Corporation, as amended (the “Bylaws”), the Board of Directors hereby adopts the following Articles of Amendment to the Bylaws of Renasant Corporation:

The Bylaws are hereby amended by deleting Article VI of the Bylaws and replacing it in its entirety with the following:

ABOUT RENASANT CORPORATION:

Renasant Corporation is the parent of Renasant Bank and Renasant Insurance. As of September 30, 2007, Renasant has assets of approximately $3.6 billion and operates 70 banking, mortgage and insurance offices in Mississippi, Tennessee and Alabama.

This excerpt taken from the RNST 8-K filed Jul 26, 2007.

ABOUT RENASANT CORPORATION:

Renasant Corporation is the parent of Renasant Bank and Renasant Insurance. As of July 25, 2007, Renasant has assets of approximately $3.4 billion and operates 70 banking, mortgage and insurance offices in Mississippi, Tennessee and Alabama.


This excerpt taken from the RNST 8-K filed May 8, 2007.

ABOUT RENASANT CORPORATION:

Renasant Corporation is the parent of Renasant Bank and Renasant Insurance. Renasant has assets of approximately $2.8 billion and operates 63 banking, mortgage and insurance offices in 38 cities in Mississippi, Tennessee and Alabama.

This excerpt taken from the RNST 8-K filed Apr 18, 2007.

ABOUT RENASANT CORPORATION:

Renasant Corporation is the parent of Renasant Bank and Renasant Insurance. Renasant has assets of approximately $2.8 billion and operates 63 banking, mortgage and insurance offices in 38 cities in Mississippi, Tennessee and Alabama.


This excerpt taken from the RNST DEF 14A filed Mar 13, 2007.

RENASANT CORPORATION

The Compensation Committee (the “Committee”) is appointed by the Board of Directors of Renasant Corporation (the “Board”) (the “Company”) to review and approve the Company’s compensation and benefit programs, to ensure the competitiveness of such compensation and benefit programs, and to advise the Board concerning the development and succession of key executives.

 

1. Membership:

The Committee shall consist of no fewer than three directors, each of whom shall:

 

a. Meet the definition of an “independent director,” as set forth in Rule 4200 of the Stock Market, Inc. (“Nasdaq”) Market Place Rules;

 

b. Be a “non-employee director,” within the meaning of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended; and

 

c. Qualify as an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended.

The Board shall annually appoint the members of the Committee and the Chairman of the Committee. The Board may replace or remove one or more of the members of the Committee and shall fill any vacancies on the Committee.

 

2. Meetings and Procedure:

The Committee shall meet as often as it determines necessary or appropriate, but not less frequently than twice each fiscal year. The Committee may request any director, officer or employee of the Company or any other person whose advice and counsel is sought by the Committee to attend any meeting. The Committee may form and delegate authority to such subcommittees as it deems appropriate. The Committee may engage and obtain advice from such external accountants, attorneys, consultants or other experts as it deems necessary or appropriate. Chairman decides who may or may not attend meetings.

The Chairman of the Committee shall report to the Board the deliberations, actions and recommendations of the Committee.

Except as may be expressly provided in this Charter or the Bylaws of the Company or as required by law, regulation or Nasdaq listing standards or other requirements, the Committee shall establish its own rules of procedure.

 

3. Authority and Responsibility:

The Committee shall exercise the authority and execute the responsibilities set forth below:

 

a. Review annually and approve the Company’s compensation strategy, including the review and approval of any corporate goals and objectives relevant to such strategy.

 

B-1


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b. Annually determine the individual elements of the total compensation payable to the Chief Executive Officer of the Company (the “CEO”); the Committee may further enter into an employment, severance, change of control or similar agreement with the CEO and determine the terms thereof.

 

c. Annually determine the individual elements of the compensation payable to the officers of the Company and its subsidiaries who (i) have the rank of Senior Executive Vice President or higher, and (ii) report directly to the Chief Executive Officer of the Company (the “Senior Officers”).

 

d. Review and approve any employment, severance, change of control or similar agreement or arrangement with a Senior Officer and review and approve any such agreement or arrangement for the benefit of any other employee of the Company and its affiliates to the extent that such agreement or arrangement includes terms and conditions that are not consistent with ordinary limits.

 

e. Approval all special perquisites, cash payments or other extraordinary compensation or benefit arrangements for the CEO or the Senior Officers.

 

f. Recommend to the Board, after discussion and satisfactory review with management, the Compensation Discussion and Analysis to be included in the Company’s annual report on Form 10-K and proxy statement. Prepare the executive compensation report required by the regulations of the Securities and Exchange Commission to be included in the Company’s annual proxy statement.

 

g. Review the compensation of the CEO and affected Senior Officers for compliance with Section 16 of the Securities Exchange Act of 1934, as amended, and Section 162(m) of the Internal Revenue Code of 1986, as amended.

 

h. Make and approve all employee grants and awards made under the Company’s equity-based compensation plans to the CEO and Senior Officers and make and/or approve such grants or awards made to other officers and employees of the Company and its affiliates, and the terms and conditions of those awards.

 

i. In consultation with the CEO or such Senior Officers as he may designate, review and approve all Senior Officers and CEO bonus awards made under any short-term incentive program adopted and maintained by the Company, from time to time, including the establishment of such goals and objectives as may be required thereunder, other than bonus awards made to the CEO and Senior Officers, which shall be determined as set forth above.

 

j. Amend the provisions of the Company’s equity compensation plans, to the extent authorized by the Board; make recommendations to the Board with respect to such plans; and approve for submission to the shareholders of the Company any such plan or amendment thereto that requires shareholder approval.

 

k. Recommend management development and succession plans for the CEO and Senior Officers of the Company.

 

l. Exercise such power and authority as may be ancillary to the execution authority and responsibilities set forth above and have such further power and authority as may be described in the Bylaws of the Company or otherwise delegated to it, from time to time, by the Board.

 

B-2


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m. Review and approve stock ownership policies and guidelines for senior executives and board members.

 

n. Determining a reasonable compensation level for the outside directors.

 

B-3


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This excerpt taken from the RNST 10-K filed Mar 7, 2007.

RENASANT CORPORATION

Pursuant to the provisions of Section 79-4-10.20 of the Mississippi Business Corporation Act and in accordance with the Bylaws of Renasant Corporation, the Board of Directors hereby adopts the following Articles of Amendment to the Bylaws of Renasant Corporation:

 

ONE: The Bylaws of Renasant Corporation are hereby amended by deleting the first paragraph of Section 5 of Article III of the Bylaws and replacing it in its entirety with the following:

Section 5. The board of directors shall hold regular meetings on such dates and at such times as determined by a majority of the board of directors without the necessity of further notice to the directors. All meetings of the board of directors shall be held in the board of directors room at the principal office of the corporation in Tupelo, Mississippi, unless a different place is fixed by the board of directors.

This excerpt taken from the RNST 8-K filed Feb 5, 2007.

About Renasant Corporation

Renasant Corporation, headquartered in Tupelo, Mississippi, is the parent of Renasant Bank and Renasant Insurance, and operates 63 banking, mortgage and insurance offices in 38 cities in Mississippi, Tennessee and Alabama. The Company has assets of $2.6 billion. Please visit Renasant’s website at www.renasant.com for additional information.

 


For additional information contact:

 

Jim Gray   

Stuart Johnson

Renasant Corporation   

Renasant Corporation

Senior Executive Vice President & CIO

   Senior Executive Vice President & CFO

(662) 680-1217

   (662) 680-1472

jimg@renasant.com

   stuartj@renasant.com
This excerpt taken from the RNST 8-K filed Nov 15, 2006.

ABOUT RENASANT CORPORATION

Renasant Corporation is the parent of Renasant Bank and Renasant Insurance. Renasant Corporation has assets of approximately $2.5 billion and operates 63 banking, mortgage and insurance offices in 38 cities in Mississippi, Tennessee and Alabama.

###

This excerpt taken from the RNST 8-K filed Oct 18, 2006.

ABOUT RENASANT CORPORATION

Renasant Corporation is the parent of Renasant Bank and Renasant Insurance. Renasant Corporation has assets of approximately $2.5 billion and operates 63 banking, mortgage and insurance offices in 38 cities in Mississippi, Tennessee and Alabama.

This excerpt taken from the RNST 8-K filed Aug 14, 2006.

ABOUT RENASANT CORPORATION

Renasant Corporation, headquartered in Tupelo, MS, is the parent of Renasant Bank and Renasant Insurance, and operates 62 banking and insurance offices in 38 cities within Mississippi, Tennessee and Alabama. The company has assets of more than $2.5 billion.

###

This excerpt taken from the RNST 10-Q filed Aug 9, 2006.

RENASANT CORPORATION

Pursuant to the provisions of Section 79-4-10.20 of the Mississippi Business Corporation Act and in accordance with the Bylaws of Renasant Corporation, the Board of Directors hereby adopts the following Articles of Amendment to the Bylaws of Renasant Corporation:

 

ONE: The Bylaws of Renasant Corporation are hereby amended by deleting the first paragraph of Section 5 of Article III of the Bylaws and replacing it in its entirety with the following:

 

     Section 5. The board of directors shall hold regular meetings on such dates and at such times as determined by a majority of the board of directors without the necessity of further notice to the directors. All meetings of the board of directors shall be held in the board of directors room at the principal office of the corporation in Tupelo, Mississippi, unless a different place is fixed by the board of directors.
This excerpt taken from the RNST 8-K filed Jul 24, 2006.

ABOUT RENASANT CORPORATION

Renasant Corporation is the parent of Renasant Bank and Renasant Insurance. Renasant has assets of approximately $2.5 billion and operates 61 banking and insurance offices in 38 cities in Mississippi, Tennessee and Alabama.

This excerpt taken from the RNST 8-K filed Jul 19, 2006.

ABOUT RENASANT CORPORATION

Renasant Corporation is the parent of Renasant Bank and Renasant Insurance. Renasant has assets of approximately $2.5 billion and operates 61 banking and insurance offices in 38 cities in Mississippi, Tennessee and Alabama.

These excerpts taken from the RNST 8-K filed May 17, 2006.

RENASANT CORPORATION

Pursuant to the provisions of Section 79-4-10.20 of the Mississippi Business Corporation Act and in accordance with the Bylaws of Renasant Corporation, the Board of Directors hereby adopts the following Articles of Amendment to the Bylaws of Renasant Corporation:

 

ONE: The Bylaws of Renasant Corporation are hereby amended by deleting the first paragraph of Section 5 of Article III of the Bylaws and replacing it in its entirety with the following:

Section 5. The board of directors shall hold regular meetings on such dates and at such times as determined by a majority of the board of directors without the necessity of further notice to the directors. All meetings of the board of directors shall be held in the board of directors room at the principal office of the corporation in Tupelo, Mississippi, unless a different place is fixed by the board of directors.

ABOUT RENASANT CORPORATION

Renasant Corporation is the parent of Renasant Bank and Renasant Insurance, Inc. The Company has assets of approximately $2.5 billion and operates 61 banking and insurance offices in 38 cities in Mississippi, Tennessee and Alabama.

This excerpt taken from the RNST 8-K filed Apr 19, 2006.

ABOUT RENASANT CORPORATION

Renasant Corporation is the parent of Renasant Bank and Renasant Insurance. Renasant has assets of approximately $2.5 billion and operates 61 banking and insurance offices in 38 cities in Mississippi, Tennessee and Alabama.

This excerpt taken from the RNST 10-K filed Mar 9, 2006.

RENASANT CORPORATION

Pursuant to the provisions of Section 79-4-10.20 of the Mississippi Business Corporation Act and in accordance with the Bylaws of Renasant Corporation, the Board of Directors hereby adopts the following Articles of Amendment to the Bylaws of Renasant Corporation:

 

ONE:      The Bylaws are hereby amended by adding Section 9 at the end Article III of the Bylaws, to read as follows:
SECTION 9.   Notice of Stockholder Business and Nominations.
    (a)    Annual Meetings of Stockholders.
   (i)   Nominations of persons for election to the board of directors of the corporation and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders (A) pursuant to the corporation’s notice of meeting delivered pursuant to Section 4 of Article II of these bylaws, (B) by or at the direction of the board of directors or (C) by any stockholder of the corporation who is entitled to vote at the meeting, who complied with the notice procedures set forth in clauses (ii) and (iii) of this Section 9(a) and who was a stockholder of record at the time such notice is delivered to the Secretary of the corporation.
   (ii)   For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (C) of paragraph (a) (i) of this bylaws, the stockholder must have given timely notice thereof in writing to the Secretary of the corporation and, in the case of business other than nominations, such other business must otherwise be a proper matter for stockholder action. To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the corporation not less than ninety days nor more than one hundred and twenty days prior to the first anniversary of the immediately preceding year’s annual meeting; provided however, that in the event that the date of the annual meeting is advanced by more than thirty days, or delayed by more than ninety days, from such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the one hundred and twentieth day prior to such annual meeting and not later than the close of business on the later of the ninetieth day prior to such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made. In no event shall the public announcement of an adjournment or postponement of an annual meeting commence a new time period for the giving of a stockholder’s notice as described in this Section 9(a). Such stockholder’s notice shall set forth (A) as to each person whom the stockholder proposes to nominate for election or reelection as a director, the reason for making such nomination, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including, without limitation, such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected, and all arrangements or understandings between or among the stockholder giving the notice and each nominee; (B) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and (C) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (1) the name and address of such stockholder, as they appear on the corporation’s books, and of such beneficial owner and (2) the class and number of shares of the corporation which are owned beneficially and of record by such stockholder and such beneficial owner.


   (iii)    Notwithstanding anything in the second sentence of clause (ii) of this Section 9(a) to the contrary, in the event that the number of directors to be elected to the board of directors of the corporation is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased board of directors made by the corporation at least one hundred days prior to the first anniversary of the immediately preceding year’s annual meeting, a stockholder’s notice required by this bylaws shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the corporation not later than the close of business on the tenth day following the day on which such public announcement is first made by the corporation.
    (b)   Special Meetings of Stockholders.
   Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the corporation’s notice of meeting pursuant to Section 4 of Article II of these bylaws. Nominations of persons for election to the board of directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the corporation’s notice of meeting (i) by or at the direction of the board of directors or (ii) by any stockholder of the corporation who is entitled to vote at the meeting, who complies with the notice procedures set forth in this bylaws and who is a stockholder of record at the time such notice is delivered to the Secretary of the corporation. In the event the corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the board of directors, any such stockholder may nominate such number of persons for election to such position(s) as are specified in the corporation’s Notice of Meeting, if the stockholder’s notice as required by clause (ii) of this Section 9(a) of these bylaws shall be delivered to the Secretary at the principal executive offices of the corporation not earlier than the one hundred and twentieth day prior to such special meeting and not later than the close of business on the later of the ninetieth day prior to such special meeting or the tenth day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the board of directors to be elected at such meeting. In no event shall the public announcement of an adjournment or postponement of a special meeting commence a new time period for the giving of a stockholder’s notice as described above.
    (c)    General
   (i)    Only persons who are nominated in accordance with the procedures set forth in this bylaws shall be eligible to be elected as directors at a meeting of stockholders and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this bylaws. Except as otherwise provided by law, the amended and restated certificate of incorporation or these bylaws, the Chairman of the Board shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made in accordance with the procedures set forth in this bylaws and, if any proposed nomination or business is not in compliance with this bylaws, to declare that (a) such defective proposal or nomination shall be disregarded and (b) any votes cast in support of such defective proposal or nomination shall be given no effect except for the purpose of determining the presence of a quorum with respect to such matters.
   (ii)    For purposes of this bylaws, “public announcement” shall mean disclosure in a press release distributed to the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission.
   (iii)    Notwithstanding the foregoing provisions of this bylaws, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this bylaws. Nothing in this bylaws shall be deemed to affect any rights of stockholders to request inclusion of proposals in the corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.
This excerpt taken from the RNST 8-K filed Feb 23, 2006.

RENASANT CORPORATION

Pursuant to the provisions of Section 79-4-10.20 of the Mississippi Business Corporation Act and in accordance with the Bylaws of Renasant Corporation, the Board of Directors hereby adopts the following Articles of Amendment to the Bylaws of Renasant Corporation:

 

ONE:

  The Bylaws are hereby amended by adding Section 9 at the end Article III of the Bylaws, to read as follows:

SECTION 9. Notice of Stockholder Business and Nominations.

 

  (a) Annual Meetings of Stockholders.

 

  (i) Nominations of persons for election to the board of directors of the corporation and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders (A) pursuant to the corporation’s notice of meeting delivered pursuant to Section 4 of Article II of these bylaws, (B) by or at the direction of the board of directors or (C) by any stockholder of the corporation who is entitled to vote at the meeting, who complied with the notice procedures set forth in clauses (ii) and (iii) of this Section 9(a) and who was a stockholder of record at the time such notice is delivered to the Secretary of the corporation.

 

  (ii) For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (C) of paragraph (a) (i) of this bylaws, the stockholder must have given timely notice thereof in writing to the Secretary of the corporation and, in the case of business other than nominations, such other business must otherwise be a proper matter for stockholder action. To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the corporation not less than ninety days nor more than one hundred and twenty days prior to the first anniversary of the immediately preceding year’s annual meeting; provided however, that in the event that the date of the annual meeting is advanced by more than thirty days, or delayed by more than ninety days, from such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the one hundred and twentieth day prior to such annual meeting and not later than the close of business on the later of the ninetieth day prior to such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made. In no event shall the public announcement of an adjournment or postponement of an annual meeting commence a new time period for the giving of a stockholder’s notice as described in this Section 9(a). Such stockholder’s notice shall set forth (A) as to each person whom the stockholder proposes to nominate for election or reelection as a director, the reason for making such


nomination, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including, without limitation, such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected, and all arrangements or understandings between or among the stockholder giving the notice and each nominee; (B) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and (C) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (1) the name and address of such stockholder, as they appear on the corporation’s books, and of such beneficial owner and (2) the class and number of shares of the corporation which are owned beneficially and of record by such stockholder and such beneficial owner.

 

  (iii) Notwithstanding anything in the second sentence of clause (ii) of this Section 9(a) to the contrary, in the event that the number of directors to be elected to the board of directors of the corporation is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased board of directors made by the corporation at least one hundred days prior to the first anniversary of the immediately preceding year’s annual meeting, a stockholder’s notice required by this bylaws shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the corporation not later than the close of business on the tenth day following the day on which such public announcement is first made by the corporation.

 

  (b) Special Meetings of Stockholders.

Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the corporation’s notice of meeting pursuant to Section 4 of Article II of these bylaws. Nominations of persons for election to the board of directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the corporation’s notice of meeting (i) by or at the direction of the board of directors or (ii) by any stockholder of the corporation who is entitled to vote at the meeting, who complies with the notice procedures set forth in this bylaws and who is a stockholder of record at the time such notice is delivered to the Secretary of the corporation. In the event the corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the board of directors, any such stockholder may nominate such number of persons for election to such position(s) as are specified in the corporation’s Notice of Meeting, if the stockholder’s notice as required by clause (ii) of this Section 9(a) of these bylaws shall be delivered to the Secretary at the principal executive offices of the corporation not earlier than the one hundred and twentieth day prior to such special meeting and not later than the close of business on the later of the ninetieth day prior to such special meeting or the tenth day following the day on which public announcement is first made of the date of the special meeting and


of the nominees proposed by the board of directors to be elected at such meeting. In no event shall the public announcement of an adjournment or postponement of a special meeting commence a new time period for the giving of a stockholder’s notice as described above.

 

  (c) General

 

  (i) Only persons who are nominated in accordance with the procedures set forth in this bylaws shall be eligible to be elected as directors at a meeting of stockholders and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this bylaws. Except as otherwise provided by law, the amended and restated certificate of incorporation or these bylaws, the Chairman of the Board shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made in accordance with the procedures set forth in this bylaws and, if any proposed nomination or business is not in compliance with this bylaws, to declare that (a) such defective proposal or nomination shall be disregarded and (b) any votes cast in support of such defective proposal or nomination shall be given no effect except for the purpose of determining the presence of a quorum with respect to such matters.

 

  (ii) For purposes of this bylaws, “public announcement” shall mean disclosure in a press release distributed to the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission.

 

  (iii) Notwithstanding the foregoing provisions of this bylaws, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this bylaws. Nothing in this bylaws shall be deemed to affect any rights of stockholders to request inclusion of proposals in the corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.
This excerpt taken from the RNST 8-K filed Jan 18, 2006.

ABOUT RENASANT CORPORATION

 

Renasant Corporation is the parent of Renasant Bank and Renasant Insurance. Renasant has assets of approximately $2.4 billion and operates 61 banking and insurance offices in 36 cities in Mississippi, Tennessee and Alabama.

 

This excerpt taken from the RNST 8-K filed Nov 18, 2005.

ABOUT RENASANT CORPORATION

Renasant Corporation is the parent of Renasant Bank and Renasant Insurance, Inc. The Company has assets in excess of $2.4 billion and operates 61 banking and insurance offices in 36 cities in Mississippi, Tennessee and Alabama.

This excerpt taken from the RNST 10-Q filed Nov 8, 2005.

RENASANT CORPORATION

 

Pursuant to the provisions of Section 79-4-10.20 of the Mississippi Business Corporation Act and in accordance with the Bylaws of Renasant Corporation, the Board of Directors hereby adopts the following Articles of Amendment to the Bylaws of Renasant Corporation:

 

  ONE: The second paragraph of Section 5 of Article III of the Bylaws is hereby deleted and replaced in its entirety with the following:

 

“Immediately following the annual stockholders’ meeting, on the same date and at the same place, all of the members of the board of directors, including those who shall have been elected at said meeting, shall meet and elect from among themselves a chairman, a vice chairman and a secretary, and the members of the board of directors who are “independent directors,” as defined in Rule 4200(a)(15) of the Nasdaq Marketplace Rules, as amended from time to time (the “Nasdaq Rules”), shall meet and elect from among such independent directors a lead director (the “lead director”) with the powers and duties set forth in Section 8 of this Article III, provided that if the chairman of the board of directors is not an officer or employee of the corporation and is also an independent director as defined in the Nasdaq Rules, no lead director shall be elected and the chairman of the board, so long as he is an independent director as defined in the Nasdaq Rules, shall assume all of the powers and responsibilities of the lead director set forth in Section 8 below. The chairman, the vice chairman, the secretary and the lead director shall serve at the pleasure of the board of directors, and until their successors have been elected and qualified.”

 

  TWO: The Bylaws are hereby amended by adding a Section 8 at the end of Article III of the Bylaws, to read as follows:

 

“The lead director shall generally familiarize himself or herself with the corporation, its business and the competitive factors within its industry, as well as with the elements of effective corporate governance. In addition, the lead director shall have the following specific powers and responsibilities: the lead director shall (i) in consultation with the chairman, approve the schedule of meetings of the board of directors and approve the agenda and the materials to be provided to each director prior to such meetings of the board of directors; (ii) set the schedule for and the agenda of all executive sessions of the “independent directors” of the board of directors (as defined in the Nasdaq Rules), approve and distribute the materials, if any, to be provided to each independent director prior to such executive sessions, and act as the chair of all such executive sessions; (iii) act as a liaison between the chairman and the other members of the board of directors as well as between management of the corporation and the other members of the board of directors; (iv) in coordination with the members of the corporation’s compensation committee, undertake a performance evaluation of the chief executive officer of the corporation; (v) in coordination with the members of the corporation’s governance and nominating committee, assess annually the overall committee structure of the board of directors and the organization and performance of each committee; and (vi) oversee the board of director’s stockholder communication policies and procedures, including, under appropriate circumstances, meeting with stockholders wishing to communicate with the board of directors other than through the chairman. The lead director shall have such other powers and responsibilities as determined from time to time by the board of directors.”


  THREE: Section 2 of Article V of the Bylaws is hereby deleted and replaced in its entirety with the following:

 

“The executive committee shall consist of the chairman of the board of directors, the lead director, the chief executive officer of the corporation and three other members to be selected by the board of directors each of whom shall be an independent director as defined in the Nasdaq Rules. In the event that the chairman of the board of directors and the chief executive officer of the corporation are the same person, or if there is no lead director because the chairman of the board of directors has assumed the powers and responsibilities of the lead director as provided in Section 5 of Article III hereof, then one additional director who is an independent director as defined in the Nasdaq Rules shall serve on the executive committee. The executive committee shall have charge over all matters under the direction and control of the board of directors which may require attention at any time between regular meetings of said board of directors.”


 

This excerpt taken from the RNST 8-K filed Oct 21, 2005.

RENASANT CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

Mississippi

 

000-12154

 

64-0676974

(State or Other Jurisdiction of
Incorporation)

 

(Commission File Number)

 

(I.R.S. Employer Identification
Number)

 

This excerpt taken from the RNST 8-K filed Oct 19, 2005.

ABOUT RENASANT CORPORATION

 

Renasant Corporation is the parent of Renasant Bank and Renasant Insurance. Renasant has assets of approximately $2.4 billion and operates 61 banking and insurance offices in 36 cities in Mississippi, Tennessee and Alabama.

 

These excerpts taken from the RNST 8-K filed Aug 18, 2005.

RENASANT CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

Mississippi

 

000-12154

 

64-0676974

(State or Other Jurisdiction of
Incorporation)

 

(Commission File Number)

 

(I.R.S. Employer Identification
Number)

 

ABOUT RENASANT CORPORATION

Renasant Corporation is the parent of Renasant Bank and Renasant Insurance, Inc.  The Company has assets in excess of $2.4 billion and operates 60 banking and insurance offices in 36 cities in Mississippi, Tennessee and Alabama.

 


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