Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c) On June 25, 2014, BancorpSouth, Inc. (the "Company") announced that the
Board of Directors of the Company appointed Chris A. Bagley, age 53, as the next
President and Chief Operating Officer of the Company and BancorpSouth Bank to be
effective following the retirement of James V. Kelley on August 15, 2014.
Mr. Kelley's retirement was previously disclosed in the Current Report on Form
8-K of the Company which was filed on March 26, 2014.
Mr. Bagley, who joined the Company earlier this year as an Executive Vice
President, has over 31 years of experience in commercial banking. Prior to
joining the Company, Mr. Bagley was employed by Prosperity Bancshares, Inc., a
publicly-traded financial holding company located in Houston, Texas
("Prosperity"), from February 1997 to February 2014. While at Prosperity,
Mr. Bagley served as the Chief Credit Officer and served on the seven-person
executive committee which directed and oversaw all bank lending and operations.
Prior to joining Prosperity, Mr. Bagley worked at both Texas Commerce Bank as a
commercial lender and Bank of Almeda from August 1983 to February 1997 where he
served in various key roles including, Internal Auditor, Compliance Officer,
commercial lender, and ultimately as the bank's Chief Lending Officer as well as
serving on the bank and holding company board of directors. Mr. Bagley also
served as a member of the board of directors for Community Bankers Trust
Corporation, a publicly-traded financial holding company, from October 2007 to
May 2008. He presently serves as an advisory board member of the University of
Houston banking certificate program through the Bauer College of Business.
Mr. Bagley received a Bachelor of Business Administration from Stephen F. Austin
State University and a Master of Business Administration from the University of
In connection with his appointment, Mr. Bagley has entered into a Change in
Control Agreement (the "Change in Control Agreement"). Mr. Bagley is subject to
certain restrictive covenants during the term of his employment and for a period
of two years after termination of his employment, unless Mr. Bagley resigns for
good reason. Under these covenants, Mr. Bagley may not (i) operate, own, be
employed by or consult with any competing business (as defined in the Change in
Control Agreement), (ii) directly or indirectly solicit customers or employees
of the Company or any affiliate of the Company or (iii) divulge confidential
information about the Company or its affiliates.
If there is a change in control after the effective date of the Change in
Control Agreement, Mr. Bagley would receive no benefits or payments unless his
employment is terminated without cause or he resigns for good reason within 12
months following the change in control. In that event, Mr. Bagley will receive
unpaid salary, vacation accruals and other amounts due on termination, full
vesting of all equity incentive awards and a lump sum cash severance payment
equal to 250% of his base salary determined by reference to his base salary in
effect at the time of change in control and 250% of the highest annual bonus
that he would be eligible to receive during the fiscal year ending during which
the change in control occurs. Further, Mr. Bagley would continue to participate
in the Company's health and welfare benefit plans during a 36-month period
following termination or an equivalent cash payment if participation is not
permissible. Payments and benefits on a change in control are subject to
reduction under the Change in Control Agreement in the event that the aggregate
change in control payments would result in the imposition of taxes on "parachute
payments" as defined in sections 280G and 4999 of the Internal Revenue Code of
1986, as amended (the "Code"). If the reduction applies, payments would be
limited to an amount that is less than three times average annual compensation,
as defined in the Code, in order to eliminate certain excise taxes that would be
imposed under the Code on amounts received by Mr. Bagley and to preserve the
right of the Company to deduct the payments from its taxable income. However,
the reduction is not applied if the aggregate value of the payments due on the
change in control, net of the excise tax imposed under the Code, would exceed
the aggregate value of the payments received after applying the reduction. No
"tax gross up" or similar payments would be made to Mr. Bagley in the event he
incurs the excise tax under section 4999 of the Code.
Item 7.01. Regulation FD Disclosure.
A copy of the press release announcing Mr. Bagley's
appointment is furnished as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by
reference in its entirety.
Item 9.01. Financial Statements and Exhibits.
Exhibit 99.1 Press release issued on June 25, 2014
by BancorpSouth, Inc.