Renasant (RNST) Proxy Filing summary

Executive summary

• The 2025 annual meeting will address director elections, amendments to the Articles of Incorporation, executive compensation, auditor ratification, and other business.

• Key 2024 highlights include the announced merger with The First Bancshares, Inc. (FBMS), the sale of the insurance agency business, and a public stock offering.

• Solid financial performance in 2024: GAAP diluted EPS of $3.27, adjusted EPS of $2.76, and net income of $195.5 million.

• The FBMS merger, expected to close in the first half of 2025, will create a six-state Southeastern banking franchise with $26 billion in assets.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of 14 or 10 directors (depending on merger timing), (2) increasing authorized common stock from 150M to 250M shares, (3) eliminating director liability for monetary damages (with exceptions), (4) advisory say-on-pay, and (5) ratification of HORNE LLP as independent auditors.

• Board recommends voting FOR all proposals.

• Shareholders may submit proposals and director nominations for the 2026 meeting, following specific advance notice and eligibility requirements.

Board of directors and corporate governance

• Board size will increase to 18 upon FBMS merger completion; otherwise, 14 directors will be elected.

• Board committees include executive, audit, compensation, nominating, and enterprise risk management (ERM).

• Majority voting policy for uncontested director elections; directors must tender resignation if more withhold than for votes.

• Stock ownership guidelines require directors and executives to maintain significant holdings; all directors meet requirements except one new member still within compliance period.

• Annual board, director, and committee performance assessments are conducted, with independent third-party input.

• Board diversity: post-merger, four female and 14 male directors, with two African-American members.