UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
January
27, 2009
Date of
Report (Date of earliest event reported)
TRUSTMARK
CORPORATION
(Exact
name of registrant as specified in its charter)
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Mississippi
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000-03683
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64-0471500
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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248
East Capitol Street, Jackson, Mississippi
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39201
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(Address of
principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
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(601)
208-5111
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 5.02 Departure of
Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
At a
meeting on January 27, 2009, the Board of Directors of Trustmark Corporation,
based on the recommendation of the Board’s Human Resources Committee, granted
Chairman and CEO, Richard G. Hickson a cash-settled performance-based restricted
stock unit award for 23,123 units, with each unit having the value of one share
of the Corporation’s common stock (the “RSU award”).
As
previously disclosed in a Form 8-K filed on November 25, 2008, in lieu of
receiving an equity compensation award in 2010 or 2011, Mr. Hickson’s employment
agreement provides for his 2009 equity compensation award to be twice the amount
of a normal award, with one-half of the award being performance-based and
one-half service-based. The RSU award was granted outside of the
Corporation’s 2005 Stock and Incentive Compensation Plan (the “2005 Plan”) in
lieu of granting shares of performance-based restricted stock that would exceed
the annual limit permitted to be granted under the 2005 Plan, in order to
satisfy the equity compensation provisions of Mr. Hickson’s employment
agreement.
The RSU
award may be settled only in cash and vests only if both performance-based and
service-based requirements are met. The performance-based vesting
requires performance goals to be achieved within a two-year performance period
commencing January 1, 2009 and ending December 31, 2010. The
performance-based vesting of the RSU award is based on the achievement of target
percentages related to return on average tangible equity (as defined in the
award agreement) (“ROATE”) (50%), with vesting up to and including 100%, and
total shareholder return (as defined in the award agreement) (“TSR”) (50%), with
vesting up to and including 100%, compared to the Corporation’s defined peer
group. If a greater than 100% vesting level with respect to the ROATE
and TSR targets is achieved in the aggregate (with the maximum being 200%), an
additional award of service-based restricted stock units (“Excess Units”) will
be granted to Mr. Hickson within the first 2½ months after the performance
period ends. The number of Excess Units granted will equal the number
of units awarded initially (“Original Units”) multiplied by the vesting
percentage exceeding 100%.
In
addition to the performance-based vesting requirements, the RSU award’s
service-based vesting provisions require Mr. Hickson to continue employment with
the Corporation through May 10, 2011, which is the expected date of the
Corporation’s annual meeting in 2011, for the Original Units and the Excess
Units to vest.
Certain
accelerated performance-based vesting and time-based vesting of the RSU award
may occur upon Mr. Hickson’s death, disability, termination by Trustmark without
cause, termination by Mr. Hickson for good reason or a change in control. Unless
earlier vesting occurs, settlement of vested units and dividend credits will
occur on May 10, 2011 if Mr. Hickson continues to be employed on that
date. In the event of accelerated vesting, settlement will occur on
the vesting date, subject to certification by the Human Resources Committee of
any applicable performance-based vesting and subject to delay pursuant to
Section 409A of the Internal Revenue Code. Settlement will consist of
a cash payment of the amount equaling the number of vested units multiplied by
the fair market value of the Corporation’s common stock on the settlement date,
plus the amount of any vested dividend equivalents attributable to such
vested units.
Dividend
equivalents on the Original Units will be credited from the award date and will
vest and be paid only when and to the extent the Original Units vest (subject to
delay pursuant to Section 409A of the Internal Revenue Code). Dividend
equivalents on the Excess Units will be credited from the date the Committee
grants the Excess Units, and will vest and be paid only when and to the extent
the Excess Units vest (subject to delay pursuant to Section 409A of the Internal
Revenue Code).
A copy of
Mr. Hickson’s Cash-Settled Performance-Based Restricted Stock Unit Award
Agreement will be included as an exhibit to the Corporation’s Annual Report on
Form 10-K for the year ended December 31, 2008.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
TRUSTMARK
CORPORATION
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BY:
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/s/
Louis E. Greer
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Louis
E. Greer
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Treasurer
and Principal Financial Officer
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DATE:
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February
2, 2009
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