Pinnacle Financial Partners (PNFP) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 21, 2026, with virtual attendance available for shareholders.

• Shareholders are invited to vote on key proposals, including board elections, executive compensation, and auditor ratification.

Voting matters and shareholder proposals

• Election of 15 board nominees is up for shareholder approval, with the board recommending a vote for each nominee.

• Approval of the 2026 Omnibus Plan is proposed.

• Advisory vote on executive compensation for named executive officers is included.

• Advisory vote on the frequency of future say-on-pay votes (one, two, or three years) is presented.

• Ratification of KPMG LLP as independent auditor for 2026 is recommended.

Board of directors and corporate governance

• Fifteen individuals are nominated for election to the board, with all receiving board support.