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, 2011 (April 27, 2011)

BANCORPSOUTH, INC.

(Exact name of registrant as specified in its charter)

Mississippi		1-12991		64-0659571
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

One Mississippi Plaza
201 South Spring Street
Tupelo, Mississippi		38804
(Address of principal executive offices)		(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):

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Section 5 — Corporate Governance and Management

Item 5.07.		Submission of Matters to a Vote of Security Holders.

     The annual meeting of Shareholders (the “Annual Meeting”) of BancorpSouth, Inc. (the “Company”) was held on April 27, 2011. Matters submitted at the Annual Meeting and the voting results thereof were as follows:

     Proposal 1: Election of Directors. The shareholders of the Company elected each of the Class II director nominees nominated by the Company’s Board of Directors to serve until the 2014 annual meeting of shareholders or until his earlier retirement by the following vote:

										Broker
Director		For				Withheld				Non-Votes
W.G. Holliman, Jr.			50,153,691				10,388,840				11,964,644
Warren A. Hood, Jr.			59,487,227				1,055,304				11,964,644
James V. Kelley			50,112,966				10,429,565				11,964,644
Turner O. Lashlee			49,945,252				10,597,279				11,964,644
Alan W. Perry			47,664,648				12,877,883				11,964,644

     Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm. The Company’s shareholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2011 by the following vote:

For		Against		Abstain
71,112,274		1,182,010		212,891

     Proposal 3: Advisory Vote on Executive Compensation. The Company’s shareholders approved, on an advisory basis, the compensation of the Company’s Named Executive Officers, as defined in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 25, 2011, by the following vote:

						Broker
For		Against		Abstain		Non-Votes
57,077,310		2,933,234		531,983		11,964,648

     Proposal 4: Advisory Vote on Frequency of Advisory Vote on Executive Compensation. The Company’s shareholders approved, on an advisory basis, three years as the frequency with which the Company should conduct an advisory vote on the compensation of the Company’s Named Executive Officers by the following vote:

								Broker
Three Years		Two Years		One Year		Abstain		Non-Votes
37,386,841		1,302,152		21,079,418		773,891		11,964,872

     Proposal 5: Approval of the BancorpSouth, Inc. Long-Term Equity Incentive Plan. The Company’s shareholders approved the BancorpSouth, Inc. Long-Term Equity Incentive Plan by the following vote:

						Broker
For		Against		Abstain		Non-Votes
55,259,323		4,508,189		775,012		11,964,650

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.

Date: April 29, 2011