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
Date of Report (Date of earliest event reported): April 29, 2008 (April 23, 2008)
BANCORPSOUTH, INC.
(Exact name of registrant as specified in its charter)
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| Mississippi
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1-12991
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64-0659571 |
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| (State or other
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(Commission File
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(IRS Employer |
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Number)
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Identification No.) |
| incorporation) |
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| One Mississippi Plaza
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| 201 South Spring Street
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| Tupelo, Mississippi
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38804 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code (662) 680-2000
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 (see General
Instruction A.2 below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Section 5 — Corporate Governance and Management
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| Item 5.02. |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 23, 2008, at the annual meeting of BancorpSouth, Inc. (the “Company”), the Company’s
shareholders approved an Amendment to the BancorpSouth, Inc. 1995 Non-Qualified Stock Option Plan
for Non-Employee Directors (the “Amendment”). The Amendment was previously approved and
recommended to shareholders by the Company’s Board of Directors. A copy of the Amendment is filed
as Exhibit 10.1 to this Current Report on Form 8-K.
The purpose of the Amendment is to (i) provide for awards of non-qualified stock options,
restricted stock and restricted stock units, (ii) eliminate the automatic grant of stock options
and provide discretion to the Nominating Committee to determine the awards made under the plan,
(iii) limit the number of shares of the Company’s common stock that may be issued as awards each
year, and (iv) increase the number of shares of the Company’s common stock that are available for
award under the plan by 400,000 shares to a total of 964,000 shares. A grant of restricted stock is
an award of the Company’s common stock that is subject to forfeiture until the conditions for
vesting stated in the award are satisfied, and the recipient immediately becomes a shareholder of
the Company. A restricted stock unit provides the recipient the right to receive the Company’s
common stock upon the achievement of conditions stated in the award. The recipient of restricted
stock units is not a shareholder until such conditions are satisfied.
Section 9 — Financial Statements and Exhibits
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| Item 9.01. |
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Financial Statements and Exhibits. |
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
Exhibit 10.1 Amendment to the BancorpSouth, Inc. 1995 Non-Qualified Stock Option Plan for
Non-Employee Directors