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): April 8, 2011 (April 8, 2011)
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Item 5.02. |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 8, 2011, the Board of Directors of BancorpSouth, Inc. (the “Company”) approved an
amendment (the “Amendment”) to the Company’s Long-Term Equity Incentive Plan (the “Plan”), which
was submitted for shareholder approval at the Company’s annual meeting of shareholders that is
scheduled for April 27, 2011 (the “Annual Meeting”). The Plan is a proposed amendment and
restatement of the Company’s 1994 Stock Incentive Plan and its provisions are described in the
Company’s definitive proxy statement, a copy of which was filed with the Securities and Exchange
Commission on March 25, 2011.
On April 5, 2011, ISS Proxy Advisory Services (“ISS”) informed the Company that ISS had
recommended a vote against the Plan because, under the Plan, a “Change in Control” occurs upon
shareholder approval (rather than consummation) of a merger, consolidation or complete liquidation
of the Company or sale or disposition of all or substantially all of the Company’s assets. The
Board of Directors of the Company approved the Amendment, pursuant to which a “Change in Control”
will occur upon the consummation of a merger, consolidation or complete liquidation of the Company
or sale or disposition of all or substantially all of the Company’s assets. Under the terms of the
Plan, the Amendment does not require shareholder approval. Therefore, in accordance with its terms,
the Amendment will become effective upon shareholder approval of the Plan at the Annual Meeting.
The foregoing description of the Amendment is qualified in its entirety by reference to the
Amendment, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
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| Item 9.01. |
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Financial Statements and Exhibits. |
(d) Exhibits.
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10.1 |
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BancorpSouth, Inc. Long-Term Equity Incentive Plan (1) |
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10.2 |
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Amendment to the BancorpSouth, Inc. Long-Term Equity Incentive Plan |
(1) Filed as an appendix to the Company’s Definitive Proxy Statement on Schedule 14A filed with the
SEC on March 25, 2011 (file number 001-12991) and incorporated by reference thereto.