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 27, 2006 (April 26, 2006)
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 jurisdiction of
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(Commission File Number)
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(IRS Employer |
| incorporation)
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Identification No.) |
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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):
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))
TABLE OF CONTENTS
Section 1 — Registrant’s Business and Operations
Item 1.01. Entry into a Material Definitive Agreement.
Amendment to Incentive Plan
On April 26, 2006, at the annual meeting of BancorpSouth, Inc. (the “Company”) the Company’s
shareholders approved a Second Amendment to the Executive Performance Incentive Plan (the
“Amendment”) previously approved and recommended to shareholders by the BancorpSouth, Inc. Board of
Directors. A copy of the Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Explanation of Changes
Prior to the Amendment, performance goals established under the BancorpSouth, Inc. Executive
Performance Incentive Plan (the “Incentive Plan”) were based on either or both of return on average
equity and deposits and other funding sources. The Amendment provides additional business criteria
for awards beginning in 2006. These additional criteria, which are described below, allows the
Company’s Executive Compensation and Stock Incentive Committee greater latitude in providing
incentives from time to time that encourage desired performance from the Company’s executive
officers.
Under the Amendment, performance goals may be based on any of the following business criteria:
(i) return on average equity or average assets: (ii) deposits and other funding sources; (iii)
revenue, including interest income and/or non-interest income, and/or return on revenue; (iv) cash
flow (operating, free, cash flow return on equity, cash flow return on investment); (v) earnings,
before or after taxes, interest, depreciation, and/or amortization; (vi) earnings per share; (vii)
net interest margin; (viii) improvement in credit quality measures, including non-performing asset
ratio, net charge-off ratio, or reserve coverage of non-performing loans compared to peers; (ix)
efficiency ratio; (x) loan growth; and (xi) total shareholder return.
Upon shareholder approval, the Amendment became effective without further action as of January
1, 2006. The foregoing description of the Incentive Plan and the Amendment does not purport to be
complete and is qualified in its entirety by reference to the full text of the Incentive Plan, as
previously amended, and the Amendment. Additional information about the Amendment and the
Incentive Plan is included in the Bancorpsouth, Inc. definitive proxy materials dated March 24,
2006, relating to the April 26, 2006 annual meeting of shareholders, as filed with the Securities
and Exchange Commission.
Section 9 — Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
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| Exhibit 10.1
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Second Amendment to the BancorpSouth, Inc. Executive Performance
Incentive Plan |