UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~ SECTION 13 OR 15(d) ~~of the Securities Exchange Act of 1934~~

~~Date~~OF ofTHE ~~Report~~SECURITIES ~~(Date~~EXCHANGE ofACT ~~earliest~~OF ~~event~~1934 ~~reported) September 18, 2019~~

~~MidSouth Bancorp~~September 23, ~~Inc.~~2019 (September 18, 2019)

Date of Report (Date of earliest event reported)

LOGO

MIDSOUTH BANCORP, INC.

(Hancock Whitney Corporation as successor by merger to MidSouth Bancorp, Inc.)

(Exact name of registrant as specified in its charter)

Louisiana	~~1-11826~~	721-~~1020809~~11826	72-1020809
(State or other jurisdiction of incorporation)	~~(Commission File Number)~~	(~~I.R.S.~~Commission ~~Employer~~file ~~Identification No.~~number)	(IRS Employer Identification Number)
102 Versailles Boulevard, Lafayette, Louisiana		70501
(Address of principal executive offices)		(Zip Code)

~~Registrant’s~~102 ~~telephone~~Versailles ~~number,~~Boulevard ~~including area code 337-237-8343~~

~~(Former name or former address~~Lafayette, ifLouisiana ~~changed~~70501 ~~since last report.)~~

~~Securities~~(Address ~~registered~~of orprincipal toexecutive ~~be registered pursuant to Section 12(b~~offices) ~~of the Act.~~

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.10 per share	MSL	The New York Stock Exchange

(337) 237-8343

~~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~~Registrant’s ~~General~~telephone ~~Instruction~~number, ~~A.2.~~including ~~below~~area code):

¨Check ~~Written communications pursuant to Rule 425 under~~ the ~~Securities~~appropriate ~~Act~~box ~~(17~~below ~~CFR~~if ~~230.425) ¨ Soliciting material pursuant to Rule 14a-12 under~~ the ~~Exchange~~Form ~~Act (17 CFR 240.14a~~8-~~12)~~K ¨filing ~~Pre-commencement~~is ~~communications~~intended ~~pursuant~~ to ~~Rule~~simultaneously ~~14d-2(b)~~satisfy ~~under~~ the ~~Exchange~~filing ~~Act~~obligation ~~(17~~of the ~~CFR~~registrant ~~240.14d-2(b))~~under ¨any ~~Pre-commencement~~of ~~communications pursuant to Rule 13e-4(c) under~~ the ~~Exchange~~following ~~Act~~provisions: ~~(17 CFR 240.13e-4(c))~~

~~Indicate~~☐ byWritten ~~check~~communications ~~mark~~pursuant ~~whether~~to ~~the registrant is an emerging growth company as defined in Rile 405 of the Securities Act of 1933 (§230.405 of this chapter) or~~ Rule ~~12b-2~~425 ofunder the Securities ~~Exchange~~ Act ~~of 1934~~ (~~§240.12b-2~~17 ofCFR ~~this chapter)~~230.425)

~~Emerging~~☐ ~~growth~~Soliciting ~~company ¨~~material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

If☐ anPre-commencement ~~emerging~~communications ~~growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided~~ pursuant to ~~Section~~Rule 13 14d-2(ab) ofunder the Exchange Act (17 CFR 240. ¨14d-2(b))

~~Item~~☐ ~~5.07.~~Pre-commencement ~~Submission~~communications ofpursuant ~~Matters~~ to aRule ~~Vote~~13e-4(c) ofunder ~~Security~~the ~~Holders~~Exchange Act (17 CFR 240.13e-4(c))

OnSecurities ~~September~~registered 18, 2019, MidSouth Bancorp, Inc. (“MidSouth”) held a Special Meeting of Shareholders (the “Special Meeting”) for the purposes of: (i) approval of the Agreement and Plan of Merger, dated as of April 30, 2019, by and between Hancock Whitney Corporation and MidSouth (the “Agreement and Plan of Merger”) and the transactions contemplated thereby; (ii) approval, on an advisory (non-binding) basis, of the compensation that certain executive officers may receive in connection with the merger of Hancock Whitney Corporation and MidSouth pursuant to existing agreements or arrangements with MidSouth; and (iii) approval of a proposal for adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to establish a quorum or to approve the Agreement and Plan of Merger. As of the close of business on August Section 12~~, 2019, the record date for the Special Meeting, 16,732,149 shares of common stock, par value, $0.10 per share, of MidSouth~~ (~~the “Common Stock”~~b) ~~were outstanding and entitled to vote. At the Special Meeting, 12,717,073, or approximately 76%,~~ of the ~~outstanding~~Exchange ~~Common~~Act: ~~Stock entitled to vote were represented in person or by proxy. This constituted a quorum for all matters to be presented at the Special Meeting.~~

The results of the voting at the Special Meeting are as follows:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.10 par value per share	MSL	The New York Stock Exchange

~~Proposal~~Indicate 1by –check ~~Merger~~mark ~~Proposal~~whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

ByEmerging ~~the~~growth ~~following~~company ☐ ~~vote, the shareholders did approve the Agreement and Plan of Merger and the transactions contemplated thereby:~~

Votes For			Votes Against			Abstentions			Broker Non-Votes
12,456,731			245,232			15,110			N/A

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Proposal~~Item 2.01 –Completion ~~Compensation~~of ~~Proposal~~Acquisition or Disposition of Assets.

ByOn September 21, 2019, pursuant to the ~~following~~terms ~~vote~~and conditions of the Agreement and Plan of Merger, dated as of April 30, 2019 (the ~~shareholders~~“Merger ~~did approve~~Agreement”), onby anand ~~advisory~~between Hancock Whitney Corporation (~~non-binding~~“Hancock Whitney”) ~~basis~~and MidSouth Bancorp, Inc. (“MidSouth”), MidSouth merged with and into Hancock Whitney, with Hancock Whitney continuing as the ~~compensation~~surviving ~~that~~corporation (the ~~certain~~“Merger”). ~~executive~~Immediately ~~officers~~following ofthe Merger, MidSouth ~~may~~Bank, ~~receive~~N.A., ina ~~connection~~ wholly owned bank subsidiary of MidSouth, merged with ~~the~~and ~~merger~~into Hancock Whitney Bank, a Mississippi bank and wholly owned subsidiary of Hancock Whitney ~~Corporation~~(“Hancock Whitney Bank” and ~~MidSouth~~such ~~pursuant~~merger, tothe ~~existing~~“Bank ~~agreements~~Merger”), orwith ~~arrangements:~~Hancock Whitney Bank as the surviving entity in the Bank Merger.

Votes For			Votes Against			Abstentions			Broker Non-Votes
11,107,676			1,541,516			67,880			N/A

Under the terms and subject to the conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of the common stock, par value $0.10 per share, of MidSouth (“MidSouth Common Stock”) that was issued and outstanding immediately prior to the Effective Time, except for shares canceled in accordance with Section 1.5(c) of the Merger Agreement, was converted, in accordance with the procedures set forth in the Merger Agreement, into the right to receive, without interest, 0.2952 shares of the common stock, par value $3.33 per share, of Hancock Whitney.

~~Proposal~~Further, 3in –accordance ~~Adjournment~~with ~~Proposal~~the terms of the Merger Agreement, MidSouth redeemed the outstanding shares of its preferred stock in connection with the closing of the Merger.

InThe ~~connection~~foregoing ~~with~~description of the ~~Special~~Merger ~~Meeting,~~and ~~MidSouth~~the ~~also~~Merger ~~solicited proxies~~Agreement ~~with~~does ~~respect~~not purport to abe ~~proposal~~complete toand ~~adjourn~~is ~~the~~qualified ~~Special~~in ~~Meeting,~~its ifentirety ~~necessary~~by orreference ~~appropriate,~~ to ~~permit~~the ~~further~~Merger ~~solicitation of~~Agreement, ~~proxies~~which inis ~~favor~~attached ofas ~~the~~Exhibit ~~merger proposal~~2.1 ~~The adjournment proposal was not submitted~~ to ~~MidSouth~~this ~~shareholders~~report ~~for~~and ~~approval~~is ~~at the~~incorporated ~~Special~~herein ~~Meeting~~by ~~because MidSouth shareholders approved the merger proposal, as noted above~~reference.

~~Signature~~Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

~~Pursuant~~On toSeptember 20, 2019, MidSouth notified the ~~requirements~~New ofYork Stock Exchange (the ~~Securities~~“NYSE”) that the transaction had closed and ~~Exchange~~requested ~~Act~~that the NYSE (i) suspend trading of ~~1934,~~the MidSouth Common Stock on the ~~registrant~~NYSE ~~has~~effective ~~duly~~as ~~caused~~of ~~this~~September 23, ~~report~~2019, to(ii) bewithdraw ~~signed~~the MidSouth Common Stock from listing on ~~its~~the ~~behalf~~NYSE byand (iii) file with the ~~undersigned~~Securities ~~hereunto~~and ~~duly~~Exchange Commission ~~authorized~~(the “Commission”) a notification of delisting of the MidSouth Common Stock under Section 12(b) of the Exchange Act of 1934, as amended (the “Exchange Act”).

Date:	September 18, 2019	By:	/s/ James R. McLemore
			James R. McLemore
			President and Chief Executive Officer

Additionally, Hancock Whitney, as successor to MidSouth, intends to file with the Commission certifications on Form 15 under the Exchange Act requesting the termination of the registration of the MidSouth Common Stock under Section 12(g) of the Exchange Act and the suspension of MidSouth’s reporting obligations under Section 13 and Section 15(d) of the Exchange Act as promptly as practicable.

The information set forth under Item 2.01 of this report is incorporated by reference into this Item 3.01.

Item 3.03

Material Modification to Rights of Security Holders.

At the Effective Time, shareholders of MidSouth immediately prior to the completion of the Merger ceased to have any rights as shareholders of MidSouth other than the right to receive the merger consideration in accordance with the Merger Agreement.

The information set forth in Item 2.01, Item 3.01 and Item 5.03 of this report is incorporated herein by reference.

Item 5.01

Changes in Control of Registrant.

The information set forth in Item 2.01 and Item 5.02 of this report is incorporated herein by reference.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 18, 2019, MidSouth entered into a Change in Control Agreement with James McLemore (the “Change in Control Agreement”). The agreement provides, among other things, that if Mr. McLemore’s employment is terminated by MidSouth without cause or by Mr. McLemore with good reason, in each case, within two years following a change in control of MidSouth, then Mr. McLemore will be entitled to receive an amount equal to his annual salary, payable in 12 monthly installments. The agreement also contains non-solicitation and non-competition restrictive covenants for the 12-month period in which Mr. McLemore is receiving payment pursuant to the agreement.

The foregoing description of the Change in Control Agreement does not purport to be complete and is qualified in its entirety by reference to the Change in Control Agreement, which is attached as Exhibit 10.1 to this report and is incorporated herein by reference.

On September 21, 2019, effective upon the consummation of the Merger, MidSouth’s directors and executive officers ceased serving in such capacities.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As of the Effective Time, MidSouth’s Amended and Restated Articles of Incorporation and MidSouth’s Amended and Restated By-laws ceased to be in effect by operation of law. Hancock Whitney’s Articles of Incorporation and Amended and Restated Bylaws in effect immediately prior to the Effective Time are the articles of incorporation and bylaws of Hancock Whitney (as the surviving entity in the Merger).

The information set forth in Item 2.01 of this report is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Index


Exhibit No.		Description

2.1		Agreement and Plan of Merger, dated as of April 30, 2019, by and between Hancock Whitney Corporation and MidSouth Bancorp, Inc. (incorporated by reference to Exhibit 2.1 to MidSouth Bancorp, Inc.’s Current Report on Form 8-K filed on May 2, 2019).

10.1		Change in Control Agreement, dated as of September 18, 2019, by and between MidSouth Bancorp, Inc. and James McLemore.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.


HANCOCK WHITNEY CORPORATION As successor by merger to MidSouth Bancorp, Inc.

By:		/s/ Michael M. Achary
		Michael M. Achary
		Chief Financial Officer

Date: September 23, 2019

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