AGM 2021

Apr 20, 2021

A list of shareholders of record as of the record date this meeting is available and open for inspection on the meeting website. A do notice of this meeting and approximately date available on or about March 11, 2021 to all shareholders of record of that date. An affidavit to that effect has been completed and will be included with the records of this meeting. Mr. James Tate has joined us once again as he has since our founding to serve as the Judge of Election for today's meeting. Thank you, Jim. The Judge of Election has taken his oath and is certified that a quorum is present. Following his inspection of the ballots cast following the meeting, he will certify the election results. So as a quorum present, I hereby declare this meeting is properly and legally convened and ready to transact business. It's my pleasure to introduce the members of Pinnacle Board of Directors in addition to Terry Turner and me, each of whom is in attendance virtually. First, I would like to give a big thanks to Mr. Gary Scott, who has served as a member of Pinnacle's Board since 2007. Prior to 2007, Gary served as a member of the Board of Mid America Bancshares. He'll be retiring from our Board following our annual meeting today. We've benefited greatly from Gary's leadership over the years as well as his insight in banking and risk management matters and his services Chair of the Board Risk Committee. Gary will be really missed. We're also pleased to welcome Mr. Dacosta Jenkins, President and CEO of Nashville Electric Service to his 1st Annual Meeting. Mr. Jenkins was appointed to the Board on March 1st this year, and we're confident he brings to the Board an impressive combination of leadership skills experience that will serve our shareholders, our firm and the Board well. Lastly, Mr. Marty Dickens has served the Board over the last few years as the Lead Director. Thank you, Marty. In support of sound governance, which includes rotating qualified Board members to various Board committees, I'm pleased to announce that as of March 1, 2021, Doctor. Glenda Glover is serving as our Lead Director. Next, we'll give a full listing of the Board. Mr. Av Boxley, East Region President of SumUp Materials Inc. Charlie Brock, President of Brock Partnerships LLC, Charlie chairs our Community Affairs Committee Wrendon Burkhardt, Founder and President of Burkhart and Company in Knoxville, Wrendon Chairs Our Risk Committee Greg Burns, President of Gregory Burns Consulting Group, Greg Chairs Our Audit Committee Rick Kalicut, Chairman of Pinnacle's Carolinas and Virginia's region Marty Dickens, Retired Regional Executive, BellSouth AT and T Tennessee Mr. Tommy Farnsworth, President and Owner of Farnsworth Investment Company Joe Galante, Retired Chairman of Sony Music Nashville Glenda Baskin Glover, President of Tennessee State University. Glenda, as I mentioned, is our new Lead Director and chairs the Nominating and Corporate Governance Committee. Mr. David Ingram, Chairman of Ingram Entertainment, Inc, David Chairs Pinnacle's Trust Committee. Dacosta Jenkins, President and CEO of National Electric Ron Samuels, Retired Banker and Vice Chair of the Pinnacle Board Reece Smith, President of Horry and Smith Contractors Mr. Ken Thompson, Retired Partner and former Co Head of Banking and Credit for Aquilene Capital Partners LLC. Ken chairs our Human Resources and Compensation Committee. Also with us virtually today are Scott Holly of Bass Berry and Sims, Pinnacle's SEC Counsel and Marty Lueder and Cindy Nicholson of Crowe LLP, our external auditing firm. The minutes of the 2020 annual meeting are available for inspection on the meeting website. Unless there is an objection, we will dispense with a reading of the minutes. All right, there being no objection, we'll move on. Most of our shareholders have already voted online by phone or by returning a paper proxy card. These votes have been tabulated. There may be shareholders virtually attending the meeting who have not already voted by proxy or wish to change their previous proxy vote. Those shareholders may submit their vote through the meeting website using the vote now button. We have 4 items of business to cover today. We start with the election of 16 persons to serve as directors for 1 year term and until the due election qualification of their successors. Your Board of Directors recommends all the following nominees, each of whom was recommended to the Board by the Nominating and Corporate Governance Committee. Directors in alphabetical order, Abbie S. Boxley III, Charles E. Brock, Rinda J. Burkhart, Gregory L. Burns, Richard D. Calicut, II, Marty G. Dickens, Thomas C. Farnsworth, III, Joseph C. Galante, Glenda Baskin Glover, David B. Ingram, De Costa E. Jenkins, Robert A. McCabe, Jr, Ronald L. Samuels, Reese L. Smith III, G. Kennedy Thompson and Terry Turner. Your Board of Directors recommends a vote for each of these nominees. We'll pause a moment to see if there are any questions regarding the nominees that have been submitted. Any questions, Dougie? Okay. There being no other nominations by shareholders who have complied with the procedures in the company's bylaws, I declare the nominations closed. Those director nominees receiving a majority of the votes cast will be elected. Our second item of business today is to ratify the appointment of Crowe LLP as Pinnacle's independent registered public accounting firm for the fiscal year ending December 31, 2021. I'll pause for a moment to see if there are any questions regarding this proposal have been submitted. No questions have been submitted. The discussion is closed. The ratification of Crowe LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2021 will be approved if the number of shares voted for the ratification exceeds the number of shares voted against the ratification. Our 3rd item of business today is to approve on a non binding advisory state. We'll pause once again to see if there are any questions regarding this proposal that have been submitted. I've been informed there are no questions submitted, so the discussion is closed. This non binding advisory vote on the compensation of the company's named executive officers will be approved if the number of shares voted for approval of the matter exceeds the number of shares voted against approval of the matter. The 4th and final item of business today is approval of amendment and restatement of the company's 2018 omnibus equity incentive plan. Once again, we'll pause to see if any questions have been submitted on this topic. While there being no questions on the proposal, the discussion is closed. The 2018 Omnibus Equity Incentive Plans Amendment and Restatement will be approved if the number of shares voted for approval of the proposal exceed the number of shares voted against approval of the proposal. That concludes the agenda items set forth in the proxy statement. The polls are now open for all matters being considered at the meeting. If anyone is voting through the meeting website and has not already done so, please submit your vote now on all business items, any activity. All right. Polls are now closed on all business items and the proxies have voted the shares represented by proxy in accordance with the instructions of the shareholders. Later in the meeting, we will report the judge of elections preliminary results. At this time, I'll turn the meeting over to our CEO, Terry Turner, for his remarks and your questions. So Terry Turner. Thank you, Rob. As I do every year, I need to caution you that I may make statements that are forward looking. No one knows the future and consequently you should not place undue reliance on those. Also, we'll always give you measurements in accordance with generally accepted accounting principles, but many times in addition, I'll discuss measures that are considered non GAAP measures. Generally, I do that because many times I give a better picture of what we're actually measuring and managing inside the firm. Since founding this company and for the last 20 years, we have focused on a very simple philosophy. We focus on exciting our associates so that they'll focus on engaging our clients, which we believe is the best and most likely path to enrich shareholders. Having served our associates, clients and shareholders so well over that 20 years, never was that model more important than in 2020. 2020 was loaded with challenges, but 2 stand out. Number 1, COVID-nineteen and all its attendant requirements like the Paycheck Protection Program Implementation or PPP as it came to be known. And number 2, the nationwide unrest spurred by racial and social injustice. At Pinnacle, we responded quickly and decisively to both. If you can believe this, we actually activated our pandemic response in January of last year, just days after the first COVID related death was announced. By March, all related policies and procedures were in place. We had meaningfully enhanced our capacity to support work from home and had most back office associates doing just that. And we've transitioned our branch offices to a drive through only model with lobbies available for specific needs by appointment only. In April, we launched the PPP application portal, ultimately booking $2,400,000,000 in loans literally in days. We had associates swarming from all over the firm, some working for days without sleep to ensure we could get the most money to the most clients during the crisis. And at a time when many of the nation's largest banks were irritating clients and damaging any client loyalty they once had, we were able to actually burnish our client loyalty. And according to Greenwich Associates Research, we literally are now one of the best positioned banks in the country to capitalize on those competitive vulnerabilities. In June, not only were we launching the PPP forgiveness effort, but we also utilized my internal blog to open up a meaningful dialogue inside our firm on racial justice issues. In August, we appointed our own Eddie Alford as our Diversity and Inclusion Officer and subsequently adopted short and long term targets for diversity throughout the organization. And in November, we took action to tangibly increase both racial and gender diversity emphasis on environmental, social and governance issues in Corporate America, but doing the right thing is not new at Pinnacle. In our 2020 Corporate Responsibility Report, you'll find important evidence of that like the fact that our associates volunteered over 21,000 hours to support and serve our communities. We made over 9 $14,000,000 in investments and loans for low and moderate income housing, small businesses and minority owned businesses. We contributed $3,600,000 to non profits in our communities. Our associates not only earned a fair salary, but also participated in annual cash and equity incentives that aligned their interest with yours as shareholders. And at a time when businesses and individuals desperately needed information, we hosted roughly 27,000 viewers for virtual learning on topics like PPP, pandemic related financial advice and other topics. Through it all, we stayed focused on putting our firm in a position to accelerate as the pandemic wanes. Nothing illustrates that better than our Q1 financial performance. These are the GAAP measures that I mentioned earlier, but my preference is to discuss the non GAAP measures, which seem more relevant to me. As you can see, at the conclusion of one of the most challenging years in our history, we've been able to restore our preplanned pandemic trajectory for revenues, EPS and adjusted PPNR and probably our asset quality has stood the trial extremely well so far. Happily, our stock price is responding accordingly with top quartile performance since November 2020 as of yesterday, up roughly 71%. This morning on our quarterly earnings call, which you can hear at www.pnfp.com. I reviewed our outlook going forward. We are very bullish on our opportunities for growth as we progress through the remainder of 2021. So let me stop there and I'll be glad to answer any questions. Any questions there? No? Okay. Thank you, Jerry. And because this is a virtual only meeting, the judge of election will need additional time to complete the final tabulation of the voting results from today's meeting. And as a consequence, we will not be able to announce final results today. As soon as they are available, which we expect will be in a few days, we will file with the SEC a Form 8 ks with the final results. However, based on the preliminary results received by Mr. Tate, each of the 16 director nominees set forth in the proxy statement has been elected as a director. So congratulations to the 16 Director nominees. The preliminary results delivered by Mr. Tate also indicate that proposals on the agenda today related to the ratification of Crowe LLP as independent public accounting firm for 2021. The advisory non binding vote of our shareholders on our named executive officers' compensation and the amendment and restatement of the company's 2018 omnibus equity incentive plan each received more votes in favor of the proposal than against the proposal. The results of the voting with final will be incorporated into the minutes of the meeting. Thank you. This concludes our annual meeting and thank again for your attendance today and your confidence in Pinnacle.