2021 Proxy Statement

FEDERAL DEPOSIT INSURANCE CORPORATION Washington, DC 20429 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to §240.14a-12 BANCORPSOUTH BANK (Name of Registrant as Specified In Its Charter) N/A (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): ☒ No fee required ☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11 (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: ☐ Fee paid previously with preliminary materials. ☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount previously paid: (2) Form, Schedule or Registration Statement No.: (3) Filing party: (4) Date Filed: 2021 Notice of Annual Meeting and Proxy Statement One Mississippi Plaza 201 South Spring Street Tupelo, Mississippi 38804 March 12, 2021 To the Shareholders of BancorpSouth Bank: On Wednesday, April 28, 2021 at 9:00 a.m. (Central Time), the annual meeting of shareholders of BancorpSouth Bank will be conducted virtually over the Internet using an audio-only format and may be accessed using the following link: www.meetingcenter.io/299033230. You are cordially invited to attend and participate in the annual meeting. We have elected to provide access to our proxy materials by Internet in accordance with the “notice and access” e-proxy rules. Accordingly, on or about March 12, 2021, we will mail to our shareholders a Notice of Internet Availability of Proxy Materials. On the date of the mailing of the Notice of Internet Availability of Proxy Materials, all shareholders of record and beneficial owners will have the ability to access all of our proxy materials at the website address set forth in the Notice of Internet Availability of Proxy Materials and in the accompanying Proxy Statement. These proxy materials will be available free of charge. We are constantly focused on improving the ways our shareholders can access information about BancorpSouth and believe that providing our proxy materials by Internet increases the ability of our shareholders to access the information they need while simultaneously reducing the environmental impact of our annual meeting. Your vote is important. Whether or not you plan to attend the annual meeting, I urge you to vote and submit your proxy as soon as possible by Internet, by phone or, if you request printed proxy materials, by mailing to us a proxy card enclosed with the printed proxy materials. Voting by one of these methods will not prevent you from voting virtually at the annual meeting but will help to secure a quorum and avoid added solicitation costs. If you subsequently decide to log in to the annual meeting, you may withdraw your proxy at any time before it is exercised and vote your shares virtually. I look forward to you joining us at this year’s annual meeting. Sincerely, JAMES D. ROLLINS III Chairman of the Board and Chief Executive Officer (This page intentionally left blank.) One Mississippi Plaza 201 South Spring Street Tupelo, Mississippi 38804 Notice of Annual Meeting of Shareholders To Be Held April 28, 2021 To the Shareholders of BancorpSouth Bank: The annual meeting of shareholders of BancorpSouth Bank will be conducted virtually over the Internet using an audio- only format on Wednesday, April 28, 2021 at 9:00 a.m. (Central Time) (the “Annual Meeting”) for the following purposes: (1) To elect three (3) directors; (2) To approve, in a non-binding, advisory vote, the compensation of our Named Executive Officers; (3) To ratify the appointment of BKD, LLP as our independent registered public accounting firm for the year ending December 31, 2021; (4) To adopt the BancorpSouth 2021 Long-Term Equity Incentive Plan; and (5) To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof. The Board of Directors of BancorpSouth Bank has fixed the close of business on March 4, 2021 as the record date for determining shareholders entitled to notice of and to vote at the Annual Meeting. BancorpSouth Bank, on behalf of its Board of Directors, is soliciting your proxy to ensure that a quorum is present and that your shares are represented and voted at the Annual 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, a proxy card and our Annual Report to Shareholders for the year ended December 31, 2020, (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 Annual Meeting, information about revoking your previously submitted proxy is also provided. Please promptly give your proxy authorization by Internet, QR code scan, or telephone or, if you request printed proxy materials, complete, sign and return a proxy card to ensure that each of your shares are represented and voted. March 12, 2021 By order of the Board of Directors, JAMES D. ROLLINS III Chairman of the Board and Chief Executive Officer The accompanying Proxy Statement, a proxy card and our Annual Report to Shareholders for the year ended December 31, 2020 are available by Internet at www.envisionreports.com/BXS. Table of Contents Page Proxy Statement Summary ......................................................................... 1 General ............................................................................................................................................ 1 Annual Meeting ............................................................................................................................... 1 Agenda and Voting Recommendations ........................................................................................... 1 Director Nominees........................................................................................................................... 2 2020 Shareholder Engagement ....................................................................................................... 3 BancorpSouth’s Environmental, Social and Governance Framework ............................................. 4 2020 Highlights .............................................................................................................................. 11 Corporate Governance, Compensation and Board Matters ......................................................... 15 Corporate Governance Highlights ................................................................................................. 15 Corporate Governance Highlights Continued ............................................................................... 16 Executive Compensation Highlights .............................................................................................. 16 Internet Availability of Proxy Materials ......................................................................................... 17 Record Date, Shares Outstanding, Votes Per Share and Quorum ................................................ 18 Information Regarding Voting ....................................................................................................... 18 Voting Results ................................................................................................................................ 19 Proxy Solicitation ........................................................................................................................... 19 Proposal 1: Election of Directors ................................................................ 19 Size, Tenure and Demographics of Board of Directors ................................................................. 19 Board Skills and Qualifications ...................................................................................................... 20 Retirement Policy .......................................................................................................................... 20 Required Vote and Voting Process ................................................................................................ 20 Majority Vote Policy ...................................................................................................................... 21 Nominees for Election ................................................................................................................... 21 Director Nominees’ Background and Qualifications ..................................................................... 22 Voting Recommendation ..............................................................................................................

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