Pinnacle Financial Partners (PNFP) DEFA14A Additional proxy soliciting materials

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

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☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐ Definitive Proxy Statement

☒ Definitive Additional Materials

☐ Soliciting Material Pursuant to § 240.14a-12

PINNACLE FINANCIAL PARTNERS, INC.

(Name of Registrant as Specified in its Charter)

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

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☒ No fee required.

☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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☐ 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 its filing.

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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:

The Notice & Proxy Statement and Annual Report are available at www.proxyvote.com

PINNACLE FINANCIAL PARTNERS, INC.

PROXY/VOTING INSTRUCTIONS

SOLICITED BY THE BOARD OF DIRECTORS

FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON APRIL 18, 2023

The undersigned shareholder(s) hereby appoints Robert A. McCabe, Jr. and M. Terry Turner and each of them, as Proxies, each with the power to appoint his substitute, and hereby authorizes them or either of them to represent and to vote, as designated below, all of the Common Stock of Pinnacle Financial Partners, Inc. (the "Company") which the undersigned would be entitled to vote if validly in attendance as a "Shareholder" at the 2023 Annual Meeting of Shareholders (the "Annual Meeting") to be held in the Company's offices on the eighth floor of the Pinnacle at Symphony Place at 150 Third Avenue South, Nashville, TN 37201 and at any adjournments or postponements of the Annual Meeting, upon the proposals described in the accompanying Notice of the Annual Meeting and the Proxy Statement relating to the Annual Meeting, receipt of which are hereby acknowledged.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION TO THE CONTRARY IS INDICATED, IT WILL BE VOTED "FOR" EACH OF THE NOMINEES IN PROPOSAL #1, "FOR" PROPOSAL #2 AND #3 AND FOR THE OPTION OF "ANNUALLY" FOR PROPOSAL #4. DISCRETIONARY AUTHORITY IS HEREBY CONFERRED AS TO ALL OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE ANNUAL MEETING AND ANY ADJOURNMENT OR POSTPONEMENT THEREOF.

Continued and to be signed on reverse side

	VOTE BY INTERNET
	Go to www.proxyvote.com
PINNACLE FINANCIAL PARTNERS, INC. 150 THIRD AVENUE SOUTH SUITE 900 NASHVILLE, TN 37201	Use the Internet to transmit your voting instructions and for electronic delivery of information. Common shareholders may vote up until 11:59 P.M. Eastern Time on April 17, 2023. For Participants in the 401(k) Plan, please vote the shares by 11:59 P.M. Eastern Time on April 11, 2023. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
	VOTE BY PHONE - 1-800-690-6903
	Use any touch-tone phone to transmit your voting instructions. Common shareholders may vote up until 11:59 P.M. Eastern Time on April 17, 2023. For Participants in the 401(k) Plan, please vote the shares by 11:59 P.M. Eastern Time on April 11, 2023. Have your proxy card in hand when you call and follow the instructions.
	VOTE BY MAIL
	Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717

PINNACLE FINANCIAL PARTNERS, INC.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" EACH OF THE NOMINEES LISTED IN PROPOSAL 1, "FOR" PROPOSALS 2 AND 3 AND FOR THE OPTION OF "ANNUALLY" FOR PROPOSAL 4.
1.To elect thirteen (13) persons to serve as directors, for a term of one year and until the due election and qualification of their successors:
	Nominees:		2. To ratify the appointment of Crowe LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023.
	1a.	Abney S. Boxley, III
	1b.	Charles E. Brock
	1c.	Renda J. Burkhart
	1d.	Gregory L. Burns
	1e.	Richard D. Callicutt, II	3. To approve, on a non-binding, advisory basis, the Company's named executive officer's compensation as disclosed in the proxy statement for the annual meeting of shareholders.
	1f.	Thomas C. Farnsworth, III
	1g.	Joseph C. Galante
	1h.	Glenda Baskin Glover
	1i.	David B. Ingram
	1j.	Decosta E. Jenkins	4. To vote on the frequency (either annual, biennial, or triennial) with which the non-binding, advisory vote regarding compensation of the Company's named executive officers will be held.
	1k.	Robert A. McCabe, Jr.
	1l.	G. Kennedy Thompson
	1m.	M. Terry Turner
			NOTE: In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournment or postponement thereof.