Additional Proxy Soliciting Materials (definitive) (defa14a)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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 under §240.14a-12

CADENCE BANCORPORATION

(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.:
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	(4)	Date Filed:

-2-


CADENCE		You May Vote Your Proxy When You View The
BANCORPORATION		Material On The Internet. You Will Be Asked To
c/o Continental Proxy Services		Follow the Prompts To Vote Your Shares.
1 State Street, New York NY 10004

		Cadence Bancorporation
		2800 Post Oak Boulevard, Suite 3800
		Houston, Texas 77056

		NOTICE OF ANNUAL MEETING
		OF SHAREHOLDERS
		to be held on
		May 8, 2019

* Shareholders are cordially invited to attend the Annual Meeting and vote in person.

At the meeting, you will need to request a ballot to vote your shares.

Dear Shareholder,

The 2019 Annual Meeting of Shareholders of Cadence Bancorporation will be held at The Westin Galleria, 5060 West Alabama Street, Houston, Texas 77056, on Wednesday, May 8, 2019, at 10:00 AM (local time).

Proposals to be considered at the Annual Meeting:

(1)

The election of J. Richard Fredericks, Virginia A. Hepner and Kathy Waller as Class II directors, each to serve for a three-year term expiring at the 2022 Annual Meeting of Stockholders;

(2)

An advisory vote on the compensation of our named executive officers;

(3)

An advisory vote on the frequency of future votes on the compensation of our named executive officers;

(4)

The ratification of the appointment of Ernst & Young LLP to serve as the independent registered public accounting firm for fiscal year 2019; and

(5)

Such other business as properly may come before the Annual Meeting or any adjournments or postponements thereof. The Board of Directors is not aware of any other business to be presented to a vote of the stockholders at the Annual Meeting.

The Board of Directors recommends a vote “FOR” all nominees under Proposal 1, a frequency of “EVERY YEAR” for Proposal (3), and “FOR” Proposals 2 and 4.



				*Vote Your Proxy on the Internet:*
Your electronic vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed, dated, and returned the proxy card.				Go to http://www.cstproxyvote.com
				Have your notice available when you
				access the above website. Follow the
				prompts to vote your shares.



				CONTROL NUMBER

The Proxy Materials are available for review at:

https://www.cstproxy.com/cadencebank/2019

CADENCE BANCORPORATION

2800 Post Oak Boulevard, Suite 3800

Houston, Texas 77056

Important Notice Regarding the Availability of Proxy Materials for the 2019 Annual Meeting of Shareholders to be Held on May 8, 2019

The following Proxy Materials are available to you to review at:

https://www.cstproxy.com/cadencebank/2019

–

the Company’s Annual Report for the year ended December 31, 2018, as amended.

–

the Company’s 2018 Annual Review.

–

the Company’s 2019 Proxy Statement.

–

the Proxy Card.

–

any amendments to the foregoing materials that are required to be furnished to shareholders.

This is not a ballot. You cannot use this notice to vote your shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting.

If you would like to receive a paper or e-mail copy of these documents, you must request one. There is no charge for such documents to be mailed to you. Please make your request for a copy as instructed below on or before April 26, 2019 to facilitate a timely delivery. You may also request that you receive paper copies of all future proxy materials from the Company.

ACCESSING YOUR PROXY MATERIALS ONLINE

Have this notice available when you request a paper copy of the proxy materials or to vote your proxy electronically. You must reference your Control Number.

REQUESTING A PAPER COPY OF THE PROXY MATERIALS

By telephone please call 1-888-266-6791

By logging on to https://www.cstproxy.com/cadencebank/2019

By e-mail at: proxy@continentalstock.com

Please include the company name and your control number in the subject line.

Cadence Bank (NYSE:CADE)
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