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
May 8, 2012
Date of Report (Date of earliest event reported)
TRUSTMARK CORPORATION
(Exact name of registrant as specified in its charter)
| Mississippi | 000-03683 | 64-0471500 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 248 East Capitol Street, Jackson, Mississippi | 39201 |
(Address of principal executive offices) | (Zip Code) |
| Registrant’s telephone number, including area code: | (601) 208-5111 |
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:
| 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)) |
Item 5.07. Submission of Matters to a Vote of Security Holders.
Trustmark Corporation (Trustmark) held its annual shareholders’ meeting on May 8, 2012, at which three proposals were submitted to Trustmark’s shareholders. The proposals are described in detail in Trustmark’s proxy statement for the annual meeting filed with the Securities and Exchange Commission on March 30, 2012. The final results for the votes regarding the proposals are set forth below.
Proposal #1: Election of directors
Trustmark’s shareholders elected the nine directors named below to serve until the 2013 annual shareholders’ meeting or until their successors have been elected and qualified. The votes cast for each of the nine directors, who constitute the entire Board of Directors of Trustmark following the meeting, are set forth below:
| For | Withheld | Broker Non-Votes | ||||||||||
| Adolphus B. Baker | 46,865,559 | 163,802 | 9,143,548 | |||||||||
| Daniel A. Grafton | 46,857,821 | 171,540 | 9,143,548 | |||||||||
| Gerard R. Host | 46,820,309 | 209,052 | 9,143,548 | |||||||||
| David H. Hoster II | 46,851,890 | 177,471 | 9,143,548 | |||||||||
| John M. McCullouch | 46,852,811 | 176,550 | 9,143,548 | |||||||||
| Richard H. Puckett | 45,520,852 | 1,508,509 | 9,143,548 | |||||||||
| R. Michael Summerford | 46,857,552 | 171,809 | 9,143,548 | |||||||||
| LeRoy G. Walker, Jr. | 46,845,638 | 183,723 | 9,143,548 | |||||||||
| William G. Yates III | 42,094,469 | 4,934,892 | 9,143,548 | |||||||||
Proposal #2: Advisory vote to approve executive compensation
Trustmark’s shareholders approved, on an advisory basis, the compensation of Trustmark’s executive officers as disclosed in the proxy statement. The votes regarding Proposal #2 were as follows:
| For | Against | Abstentions | Broker Non-Votes | |||||||
| 46,089,011 | 503,161 | 437,189 | 9,143,548 |
Proposal #3: Ratification of the selection of KPMG LLP
Trustmark’s shareholders ratified the selection of KPMG LLP as Trustmark’s independent auditors for the fiscal year ending December 31, 2012. The votes regarding Proposal #3 were as follows:
| For | Against | Abstentions | |||||
| 54,261,586 | 1,830,846 | 80,477 |
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.
TRUSTMARK CORPORATION
| BY: | /s/ Louis E. Greer |
| Louis E. Greer | |
| Treasurer and Principal Financial Officer | |
| DATE: | May 10, 2012 |