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
March 14, 2005
Date of Report (Date of earliest event reported)
TRUSTMARK CORPORATION
(Exact name of registrant as specified in its charter)
Mississippi 0-3683 64-0471500
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
248 East Capitol Street, Jackson, Mississippi 39201
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (601) 208-5111
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement
On March 8, 2005, the Board of Directors of Trustmark Corporation (the
Corporation) and the Board of Directors of Trustmark National Bank (the Bank)
approved recommendations by the Corporation's Human Resource Committee (the
Committee) for the 2005 management incentive program (the 2005 Program) for the
Chief Executive Officer (CEO) and other named executive officers, respectively.
Executive management and certain senior officers of the Bank participate in the
2005 Program as recommended by the CEO and approved by the Committee.
The CEO's award will be determined under Trustmark's 2005 program utilizing
measured weightings for corporate performance, strategic operational drivers and
business unit goals. Under the plan, the CEO's target incentive is set at 70% of
base compensation with a potential maximum of 100% of base compensation. The
CEO's incentive award is weighted at 75% corporate performance measuring actual
results for earnings per share and return on equity to the Corporation's 2005
profit plan. The remaining 25% is weighted on actual results for specific
strategic operational drivers including operating efficiency, revenue growth,
credit quality and net income after taxes compared to the Corporation's 2005
profit plan.
All named executive officers and other participants in the 2005 program have
been assigned a target annual cash incentive as a percentage of the
participant's base compensation. Participants may earn incentive awards based on
quantitative measures including corporate performance, strategic corporate
drivers and business unit goals, comparing actual results to the Corporation's
2005 profit plan. The weightings for each quantitative measure for the named
executive officers are recommended by the CEO and approved by the Committee. The
CEO approves the weightings for all other participants. The Committee and the
CEO may grant a discretionary award for additional qualitative performance
measurements. All incentive awards under the plan are expected to be paid in the
first quarter of 2006.
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
BY: /s/ Louis E. Greer
Louis E. Greer
Chief Accounting Officer
DATE: March 14, 2005