Pinnacle Financial Partners (PNFP) Proxy filing summary

Executive summary

• The 2026 annual meeting is the first after the merger of Pinnacle Financial Partners and Synovus, focusing on integration and strategic direction for the combined company as a leading regional bank in the Southeast.

• The company emphasizes a purpose-driven culture, strong governance, and responsible corporate citizenship, with ongoing investments in workforce and community engagement.

• Shareholders are encouraged to vote virtually, with materials provided primarily online to support efficiency and sustainability.

Voting matters and shareholder proposals

• Shareholders will vote to elect 15 directors for one-year terms.

• Approval is sought for the 2026 Omnibus Plan, an advisory say-on-pay vote, an advisory vote on the frequency of say-on-pay (recommended annually), and ratification of KPMG as independent auditor for 2026.

• Shareholder proposals for the 2027 meeting must be submitted by December 10, 2026.

Board of directors and corporate governance

• The board consists of 15 members, with 12 deemed independent under NYSE standards.

• Board diversity includes 1 woman and 3 persons of color.

• Five principal standing committees: Audit, Compensation and Human Capital, Corporate Governance and Nominating, Risk, and Executive.

• Board leadership includes a non-independent Chair, an independent Lead Director, and committee chairs who are independent.

• Directors are expected to attend at least 75% of meetings; all but one did so in 2025.

• Director qualifications emphasize integrity, diversity, independence, and relevant expertise.

• Annual board and committee self-evaluations inform succession planning and governance enhancements.