Pinnacle Financial Partners (PNFP) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 15, 2025, to elect 12 directors, ratify Crowe LLP as auditor, and hold a non-binding vote on executive compensation.

• Shareholders can vote online, by phone, or by mail, with detailed instructions provided.

• The company emphasizes its mission, values, and strategy focused on client service, associate enrichment, community impact, and shareholder value.

• Mr. Joseph Galante will retire from the board due to age limits.

Voting matters and shareholder proposals

• Proposals include election of directors, auditor ratification, and advisory approval of executive compensation.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2026 meeting must be submitted by November 3, 2025, with specific advance notice requirements.

Board of directors and corporate governance

• Board consists of 13 members, with 77% currently independent, expected to be 75% after the meeting.

• Board diversity includes 15.4% women and 15.4% minorities.

• Director age limit set at 75; service on other boards is limited.

• Board committees include Audit, Risk, Compensation, Nominating, Community Affairs, Trust, and Climate Sustainability.

• All committee charters and governance documents are available online.