Good morning, ladies and gentlemen. I would like to welcome you to the special meeting of the shareholders of Synovus Financial Corporation. My name is Kevin Blair, and I'm the Chairman, Chief Executive Officer, and President of Synovus. On behalf of the Board of Directors and the Executive Management Team, thank you for attending today's meeting. This special meeting has been called to consider and vote upon the proposed merger between Synovus Financial Corporation and Pinnacle Financial Partners, Incorporated. We are asking you to vote upon a proposal to approve the adjournment or postponement of this special meeting if necessary to solicit additional proxies should there not be sufficient votes for the merger at this time. The full details of the proposed transaction have been outlined in the proxy statement that was previously distributed to all Synovus shareholders. We believe this merger is both strategically and financially compelling, positioning us to create the fastest-growing, most profitable, and most dynamic regional bank in the country. Synovus and Pinnacle share the same strategic foundational principles. Exceptional team member engagement combined with best-in-class client loyalty drives top quartile financial and business results. This shared passion and proven strategy have delivered outsized EPS growth and total shareholder returns for both firms over time. We come together from a position of strength and momentum, with both companies delivering robust year-to-date earnings and continuing to expand our revenue producer base. This partnership achieves several strategic objectives. It expands our footprint into highly attractive markets while deepening our presence in existing ones, creating the most desirable footprint in banking. It accelerates growth by leveraging Pinnacle's proven talent acquisition model, dramatically increasing the speed and scale of revenue producer hiring. It provides additional scale to enable the development and adoption of new tools and technology that will allow our teams to provide more proactive consultation, improve client experiences, and deliver impactful financial solutions that further drive organic revenue growth. Lastly, it builds on Synovus's multi-year investments to meet regulatory requirements as we become a $100 billion+ asset institution and comply with the enhanced financial standards. Simply put, this merger creates a stronger, more competitive institution ready to deliver exceptional value for our clients, team members, and shareholders for years to come. Our Board of Directors, after thoughtful, extensive deliberation, has approved the merger agreement and enthusiastically recommends that you vote for the adoption of the merger agreement and all related proposals. Thank you for your investment and your trust in our company. We strongly encourage you to cast your vote in favor of the pivotal milestone for Synovus if you haven't already done so. Now, at this time, I'd like to introduce our Corporate Secretary, Mary Maurice Young. Mary Maurice will be reporting on the business items of the meeting. Thanks, Kevin. Before we begin the business of the meeting, I would like to review a few housekeeping items. On our virtual meeting platform, you should see the agenda for the meeting and an explanation of our rules of conduct and meeting procedures, including procedures for shareholder questions. As you can see from the rules of conduct, questions or concerns related to the proposals being voted on today will be addressed after all of the proposals are introduced. Today's meeting format allows for shareholders to ask questions ahead of time, and we will also address any such questions during this time. If you have a question related to a matter of individual concern, we're happy to answer that at a later time with you. Please see the rules of conduct for the contact information of our Investor Relations Group. Only validated shareholders may ask questions. Out of consideration for others, please limit yourself to two questions. The Board has appointed Jane Costello to act as Inspector of Elections for the meeting. Ms. Costello is present today and has taken the oath of office, which will be filed with the minutes of this meeting. We have a list of the shareholders of record as of September 26, 2025, the record date for this meeting, available for inspection during the meeting. The shareholder list may be found via a link on the web portal. The notice of the meeting and the proxy materials, including the notice of internet availability of such materials, were mailed by Broadridge, the company's tabulation agent, beginning on September 30th, 2025. They were sent to all shareholders of record as of September 26, and as a result, the meeting is being held pursuant to proper notice. An affidavit from Broadridge as to the mailing of these documents to all record shareholders of the company will be filed with the minutes of the meeting. This affidavit is available for inspection by any shareholder. Proxies representing more than 76% of the votes entitled to be cast by the holders of the outstanding shares of Synovus Common Stock are present at the meeting. As such, the Inspector of Elections has confirmed that a quorum is represented in person and by proxy, and the meeting is duly constituted and should proceed. We have three proposals to vote on this morning. First, to approve the agreement and plan of merger dated as of July 24th, 2025, by and among Synovus, Pinnacle Financial Partners, and Steel Nuco, Inc, which I will refer to as Nuco, pursuant to which, on the terms and subject to the conditions thereof, each of Pinnacle and Synovus will simultaneously merge with and into Nuco. I will refer to these simultaneous mergers collectively as the merger. Second, to approve on an advisory, non-binding basis, the merger-related compensation payments that will or may be paid to Synovus's named executive officers in connection with the merger, and if needed, third, to approve the adjournment or postponement of the special meeting to a later date or time, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the merger. The Board unanimously recommends that shareholders vote for each of the foregoing proposals. These three items of business are the only matters we will consider at this meeting. We will now address any questions specifically related to the foregoing proposals. If you have a question related to a proposal, you may submit it at this time by clicking the Q&A button at the bottom of your screen, followed by typing your question into the text box. We have Kevin Blair and Jamie Gregory, Executive Vice President and Chief Financial Officer of Synovus, here to respond to any questions. Are there any questions related to these three proposals? Seeing no questions, I now declare the polls open. We will proceed with the voting. Shareholders who have already voted by submitting a proxy do not need to vote at this time unless they want to change their vote. If you have not already voted and would like to vote now, please do so by selecting the voting button on the meeting platform and following the instructions there. The polls are now closed to voting. At this time, the preliminary vote has been verified and tabulated, and I will report the preliminary results of the three matters voted upon at the meeting. The proposal to. Approve the agreement and plan of merger has been approved by over 69% of the votes entitled to be cast. This proposal requires the affirmative vote of a majority of the votes entitled to be cast, and as such, the proposal is hereby approved. The proposal to, on an advisory basis, approve the merger-related compensation payments that will or may be paid to Synovus's named executive officers in connection with the merger has been approved by over 51% of the votes cast. This proposal requires that the votes cast in favor of the proposal exceed the votes cast opposing the proposal, and as such, the proposal is hereby approved. The adjournment of the Synovus special meeting is not necessary because the Synovus merger proposal has been approved. These preliminary voting results are subject to final tabulation and to verification by the Inspector of Elections. The Inspector of Elections will make and certify to a final report of the vote. The vote will become part of the record of this meeting. We will report the voting results in a current report on Form 8-K. This concludes the formal business of our meeting, and today's shareholder meeting is now adjourned.
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