Cadence Bank : Definitive Proxy/Information Statements

CADE

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FEDERAL DEPOSIT INSURANCE CORPORATION

WASHINGTON, DC 20429

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SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

______________________________

Filed by the Registrant

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Filed by a party other than the Registrant

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Check the appropriate box:

CADENCE BANK

(Exact Name of Registrant as Specified in Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the Appropriate Box):

_____________________________________________________________________________________________

2024 Notice of

Special Meeting

and Proxy Statement

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Dear Fellow Shareholders:

On behalf of the Board, we are pleased to invite you to the 2024 Special Meeting of shareholders to be held on December 30, 2024 at 2:00 p.m. (Central Time). Our meeting will be held virtually via audio-only format at meetnow.global/MLVC22S to provide our shareholders easily accessible opportunities to attend, limiting the environmental impacts of an in-person meeting.

At the meeting, you will be asked to consider and vote upon (1) a proposal to approve the Second Amended and Restated Articles of Incorporation of Cadence Bank (the "Articles") in accordance with Mississippi law; (2) a proposal to approve the Articles authorizing the Cadence Bank Board to implement repurchases of Cadence Bank Common Stock and Cadence Bank Preferred Stock in accordance with Regulation H; (3) a proposal to approve the Cadence Bank 2025 Long-Term Incentive Plan; and (4) a proposal to approve adjourning the meeting, if necessary, to allow time for further solicitation of proxies. The proposals to be considered at the special meeting are more fully discussed in the attached proxy statement, which we urge you to read carefully. The text of the proposed Second Amended and Restated Articles of Incorporation of Cadence Bank is also included as Appendix Ato this proxy statement, and the proposed Cadence Bank 2025 Long-Term Incentive Plan is included as Appendix Bto this proxy statement.

All shareholders of record and beneficial owners as of November 8, 2024 have the ability to access our proxy materials free of charge at the website address set forth in the Notice of Internet Availability of Proxy Materials, mailed on or about November 19, 2024, and in the accompanying Proxy Statement. The decision to provide our proxy materials online reflects our continued commitment to improve shareholder access to information about Cadence Bank.

Your vote is important to us. Even if you plan to attend the Special Meeting virtually, we encourage you to vote your shares as soon as possible by following the voting instructions provided in the proxy materials. Voting early helps us secure a quorum on the matters submitted for shareholder vote and does not preclude you from voting at the meeting. Instructions on how to vote are contained in the proxy statement.

We remain committed to building long-term value in the Company, and we appreciate your continued support of Cadence Bank.

Sincerely,

James D. "Dan" Rollins III

Chairman of the Board and

Chief Executive Officer

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201 South Spring Street

Tupelo, Mississippi 38804

Notice of Special Meeting of Shareholders

To Be Held December 30, 2024

To the Shareholders of Cadence Bank:

The Special Meeting of shareholders of Cadence Bank will be conducted virtually over the internet using an audio-only format on Monday, December 30, 2024 at 2:00 p.m. (Central Time) (the "Special Meeting") for the following purposes:

The Board of Directors of Cadence Bank has fixed the close of business on November 8, 2024 as the record date for determining shareholders entitled to notice of and to vote at the Special Meeting.

Cadence Bank, on behalf of its Board of Directors, is soliciting your proxy to ensure a quorum is present and your shares are represented and voted at the Special Meeting. Please see the Notice of Internet Availability of Proxy Materials for information about: (i) electronically accessing our proxy materials, including the accompanying Proxy Statement and a proxy card, (ii) giving your proxy authorization via the internet or by telephone and (iii) requesting a paper copy of our proxy materials. If you subsequently decide to vote at the Special Meeting, we also provide information about revoking your previously submitted proxy.

Please promptly give your proxy authorization by internet, QR code scan, telephone or if you request printed proxy materials, complete, sign and return a proxy card to ensure each of your shares are represented and voted.

November 19, 2024

By order of the Board of Directors,

James D. "Dan" Rollins III

Chairman of the Board and

Chief Executive Officer

The accompanying Proxy Statement and a proxy card are available by internet at

www.envisionreports.com/CADE.

Table of Contents

Page

Proxy Statement Summary

1

Proposal 1: Approve Second Amended and Restated Articles of

Incorporation-Mississippi Amendments

5

Proposal 2: Approve Second Amended and Restated Articles of

Incorporation-Stock Repurchase Amendment

7

Proposal 3: Approve the Cadence Bank 2025 Long-Term

Incentive Plan

9

Proposal 4: Adjourn the Special Meeting of Shareholders

15

Compensation Discussion and Analysis

16

Executive Compensation

35

Security Ownership of Certain Beneficial Owners and

Management

65

General Information

67

Appendix A -Proposed Second Amended and Restated Articles

of Incorporation

A-1

Appendix B - Cadence Bank 2025 Long-Term Incentive Plan

B-1

Appendix C - Cadence Bank Reconciliation of Non-GAAP

Measures

C-1

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Proxy Statement Summary

General

This summary highlights information contained elsewhere in this Proxy Statement. Please read the entire Proxy Statement carefully before voting as this is only a summary.

Unless the context otherwise requires, references in this Proxy Statement to "Cadence Bank," "Cadence," "the Company," "we," "us" and "our" refer to Cadence Bank and its subsidiaries.

Special Meeting

On Monday, December 30, 2024 at 2:00 p.m. (Central Time), the Special Meeting of Cadence Bank will be conducted virtually over the internet using an audio-only format. After successfully holding our annual meetings virtually the last few years, we will hold the Special Meeting virtually, allowing more access for shareholders and reducing costs and environmental impact.

You may attend and participate in the Special Meeting virtually by visiting or clicking the following web address, meetnow.global/MLVC22S, and entering the 15-digit control number found on the Notice of Internet Availability of Proxy Materials ("Notice of Internet Availability" or "Notice") you received. Please review the information provided in the Notice, on your proxy card, and in the accompanying instructions. If you hold your shares through an intermediary, such as a bank or broker, you must register in advance using the instructions in the Notice materials.

You are encouraged to log in to the Special Meeting website 15 minutes before the start of the Special Meeting. The virtual Special Meeting has been designed to provide you the same information you would otherwise have access to at an in-person meeting. Accordingly, you will be able to vote online until the polls have closed at the Special Meeting and will be able to submit questions in writing before or during the Special Meeting by following the directions posted on the Special Meeting website at meetnow.global/MLVC22S.

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Proxy Statement Summary

Agenda and Voting Recommendations

Proposal

Description

Votes Required

Board Recommendation

Page

Approve Second Amended

1

and Restated Articles-

Plurality of votes cast

FOR

Mississippi Amendments

5

Plurality of votes cast

(amend Articles); and

Two-Thirds of

Common Stock and

Approve Second Amended

Preferred Stock

and Restated Articles-Stock

(effectiveness under

FOR

2

Repurchase Amendment

Regulation H)

7

Approve the Cadence Bank

2025 Long-Term Incentive

FOR

3

Plan

Plurality of votes cast

9

4

Adjourn the Special Meeting

Plurality of votes cast

FOR

15

You may cast your vote in any of the following ways:

Internet

QR Code

Phone

Mail

www.envisionreports.com/CADE and follow the steps outlined on the secure website.

You can scan your individualized QR code to vote with your mobile phone.

Call 1-800-652-VOTE (8683) and follow the instructions provided by the recorded message.

Send your completed and signed proxy card or voter instruction form to the address listed thereon.

ZZZ

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Proxy Statement Summary

Internet Availability of Proxy Materials

In an effort to lower the cost of the Special Meeting and conserve natural resources, we are furnishing our proxy materials to our shareholders via the internet in accordance with the "notice and access" e-proxy rules rather than mailing printed copies of those materials to each shareholder. Only shareholders of record at the close of business on November 8, 2024 will be entitled to notice of and to vote at the Special Meeting.

On or about November 19, 2024, we expect to send our shareholders a Notice of Internet Availability of Proxy Materials containing instructions regarding how to access our proxy materials, including this Proxy Statement and a proxy card. The Notice of Internet Availability also contains instructions regarding how to give your proxy authorization to vote your shares by internet, QR code scan, or telephone. This process is designed to expedite shareholders' receipt of our proxy materials.

If you received a Notice of Internet Availability by mail, you will not receive a printed copy of our proxy materials. If, however, you would like to receive a paper copy of our proxy materials, you should follow the instructions for requesting these materials, which are included in the Notice of Internet Availability. If you elect to receive a printed copy of our proxy materials, you will continue to receive these materials by mail until you elect otherwise.

Record Date, Shares Outstanding, Votes Per Share and Quorum

The close of business on November 8, 2024 has been fixed as the record date for the determination of shareholders entitled to notice of and to vote at the Special Meeting. As of such date, we had 500,000,000 authorized shares of Common Stock, $2.50 par value per share, of which 183,529,583 shares were outstanding, and 6,900,000 authorized shares of 5.5% Series A Non-Cumulative Perpetual Preferred Stock ("Preferred Stock"), $0.01 par value per share, of which 6,900,000 shares were outstanding. Holders of shares of our Common Stock are entitled to vote at the Special Meeting on Proposals 1, 2, 3 and 4, and each share of our Common Stock is entitled to one vote. Holders of shares of our Preferred Stock are entitled to vote on Proposals 2 and 4 and each share is entitled to one vote. Holders of a majority of the outstanding shares of our Common Stock must be present, virtually or by proxy, to constitute a quorum for the transaction of business at the Special Meeting. Holders of a majority of the outstanding shares of our Preferred Stock must be present, virtually or by proxy, to constitute a quorum for the transaction of business with respect to the proposals for which the holders of Preferred Stock are entitled to vote at the Special Meeting, and, if such quorum does not exist, such proposals may still be voted upon with respect to holders of Common Stock for which there is a quorum. Adoption of a proposal by a simple majority of the quorum is not sufficient for every proposal. Review the voting requirements of each proposal separately.

Information Regarding Voting

If a proxy is properly given by a shareholder of record and not revoked, it will be voted in accordance with the instructions provided, if any, and if no instructions are provided, it will be voted:

We encourage shareholders to vote their proxies by internet, QR code scan, or telephone, or, if you request a paper copy of the proxy materials, by mailing a proxy card enclosed with those materials. Shareholders should only vote by one of the foregoing methods. If a shareholder votes by more than one method, only the last vote submitted will be counted, and each previous vote will be disregarded. A shareholder who votes by proxy using any method set forth above prior to the Special Meeting has the right to revoke the proxy at any time before it is exercised by submitting a written request to us or by voting another proxy at a later date. The submission of a proxy will not, however, affect the right of any shareholder to attend and vote at the Special Meeting. For a general description of how votes will be counted, please refer to the section below entitled "GENERAL INFORMATION - Counting of Votes."

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Disclaimer

Cadence Bank published this content on November 19, 2024, and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on November 19, 2024 at 14:05:09.986.