Renasant (RNST) Proxy Filing summary

Executive summary

• The 2026 Annual Meeting will be held on April 28, 2026, to elect 17 directors, approve executive compensation, and ratify the appointment of BDO USA, P.C. as independent auditors for 2026.

• The company completed its largest merger with The First Bancshares, Inc. in April 2025, expanding to a six-state Southeastern banking franchise with $26.3 billion in assets.

• Kevin D. Chapman became CEO in May 2025 as part of a planned succession.

• Net income for 2025 was $181.3 million, down from $195.5 million in 2024, primarily due to merger-related expenses and acquisition provisions.

• The company maintained strong asset quality and core deposit growth, with noninterest-bearing deposits rising by $1.6 billion year-over-year.

Voting matters and shareholder proposals

• Shareholders will vote on electing 17 directors for one-year terms, a non-binding advisory resolution on executive compensation, and ratification of BDO USA, P.C. as auditors.

• Shareholders may submit director nominations and proposals for the 2027 meeting, subject to advance notice and eligibility requirements.

• The board recommends voting FOR all proposals.

Board of directors and corporate governance

• The board will have 17 members post-meeting, reflecting additions from the FBMS merger.

• Directors possess diverse backgrounds in banking, technology, legal, real estate, and community engagement.

• The board conducts annual assessments, peer reviews, and committee self-assessments to ensure effectiveness.

• Majority voting policy requires directors receiving more withhold than for votes to tender resignations.

• Stock ownership guidelines require directors and executives to maintain significant holdings in company stock.

• Five standing committees: executive, audit, compensation, nominating/governance, and enterprise risk management.