UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Exchange Act of 1934
Date of Report (Date of earliest event reported) April 27, 2022
SIMMONS FIRST NATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
| Arkansas | 0-6253 | 71-0407808 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| 501 Main Street, Pine Bluff, Arkansas | | 71601 |
| (Address of principal executive offices) | | (Zip Code) |
(870) 541-1000
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
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):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common stock, par value $0.01 per share | SFNC | The Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐
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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 27, 2022, following the Annual Meeting of Shareholders (“Meeting”) of Simmons First National Corporation (“Corporation”), the Corporation’s board of directors (“Board”) approved an increase in the size of the Board from sixteen (16) to seventeen (17) directors and elected Dean Bass to the Board, effective April 27, 2022, to fill the vacancy created by the increase. On April 27, 2022, the Board also appointed Mr. Bass to the Board’s risk committee, which appointment was also effective April 27, 2022. In addition to his Board service, Mr. Bass was elected as a member of the board of directors of the Corporation’s wholly owned subsidiary bank, Simmons Bank, and certain of its committees.
Mr. Bass is the former chairman and chief executive officer of Spirit of Texas Bancshares, Inc. (as well as its wholly owned subsidiary bank, Spirit of Texas Bank SSB), which merged with and into the Corporation effective April 8, 2022, with the Corporation as the surviving entity (such transaction referred to herein as the “Merger”). Mr. Bass’s expected election to the Board was contemplated, and previously announced, in connection with the Merger. There is no other arrangement or understanding between Mr. Bass and any other person pursuant to which Mr. Bass was elected to the Board. Mr. Bass is not a party to any transactions with the Corporation required to be disclosed pursuant to Item 404(a) of Regulation S-K. In connection with his Board and committee service, Mr. Bass will receive the compensation that the Corporation pays to each of its non-employee directors during 2022, which for Mr. Bass will be prorated as follows to reflect the actual time he serves on the Board and its committees, or on the board of directors of Simmons Bank and its committees: an equity retainer for Board service of $60,000, a cash retainer for risk committee service of $7,500, and cash retainers in the aggregate amount of $52,500 for service on board of directors and board committees of Simmons Bank.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On April 27, 2022, the Corporation held its Meeting at the Corporation’s corporate offices in Little Rock, Arkansas. At the Meeting, the following matters were submitted to the Corporation’s security holders for consideration: (1) ratification of the action of the Board fixing the number of directors at sixteen; (2) election of sixteen directors; (3) adoption of a non-binding resolution approving the compensation of the named executive officers of the Corporation; (4) ratification of the Audit Committee’s selection of the accounting firm BKD, LLP as independent auditors of the Corporation and its subsidiaries for the year ending December 31, 2022; (5) amendment of the Corporation’s Amended and Restated Articles of Incorporation to increase the number of authorized shares of the Corporation’s Class A Common Stock from 175,000,000 to 350,000,000; (6) amendment of the Corporation’s Amended and Restated Articles of Incorporation to remove the limit on the aggregate liquidation preference of the preferred stock of the Corporation; and (7) amendment of the Corporation’s Amended and Restated Articles of Incorporation to revise outdated information by (a) removing Article EIGHTEENTH and Exhibit 1 (which relate to the Corporation’s Series D Preferred Stock, which has been fully redeemed) and (b) revising the definition of “Continuing Directors” to improve clarity and readability.
At the Meeting, all sixteen directors were elected by proxies solicited pursuant to Section 14 of the Securities Exchange Act of 1934, without any solicitation in opposition thereto. The following table summarizes the required analysis of the voting by security holders at the Meeting:
Voting of Shares
Action | For | Against | Abstain | Broker Non-Votes |
| Fix the number of directors at sixteen | 79,625,396 | 1,536,658 | 168,278 | 13,907,189 |
| | | | | |
Election of Directors | For | Against | Abstain | Broker Non-Votes |
| Jay D. Burchfield | 80,382,092 | 745,475 | 202,765 | 13,907,189 |
| Marty D. Casteel | 80,215,969 | 904,730 | 209,632 | 13,907,189 |
| William E. Clark, II | 80,142,787 | 860,871 | 326,673 | 13,907,189 |
| Steven A. Cosse | 73,481,753 | 7,633,973 | 212,942 | 13,907,189 |
| Mark C. Doramus | 75,554,402 | 5,566,103 | 209,826 | 13,907,189 |
| Edward Drilling | 79,903,859 | 1,221,754 | 204,718 | 13,907,189 |
| Eugene Hunt | 79,881,603 | 1,229,619 | 219,110 | 13,907,189 |
| Jerry Hunter | 79,721,837 | 1,402,878 | 205,617 | 13,907,189 |
| Susan Lanigan | 79,591,646 | 1,539,373 | 199,313 | 13,907,189 |
| George A. Makris, Jr. | 79,426,931 | 1,691,340 | 212,060 | 13,907,189 |
| W. Scott McGeorge | 79,809,765 | 1,314,912 | 205,655 | 13,907,189 |
| Tom E. Purvis | 80,793,818 | 314,680 | 221,833 | 13,907,189 |
| Robert L. Shoptaw | 78,376,862 | 2,177,915 | 775,555 | 13,907,189 |
| Julie Stackhouse | 80,643,781 | 540,781 | 145,770 | 13,907,189 |
| Russell Teubner | 80,870,509 | 296,621 | 163,201 | 13,907,189 |
| Mindy West | 79,757,652 | 1,427,147 | 145,532 | 13,907,189 |
| | | | | |
Action | For | Against | Abstain | Broker Non-Votes |
| Adoption of a non-binding resolution approving the compensation of the named executive officers | 55,830,821 | 19,450,749 | 6,048,761 | 13,907,189 |
| | | | | |
Action | For | Against | Abstain | Broker Non-Votes |
| Ratification of the Audit Committee’s selection of BKD, LLP as independent auditors of the Corporation and its subsidiaries for the year ending December 31, 2022 | 93,226,357 | 1,825,227 | 185,936 | 0 |
| | | | | |
Action | For | Against | Abstain | Broker Non-Votes |
Increase in the Number of Authorized Shares of the Corporation’s Class A Common Stock from 175,000,000 to 350,000,000 | 79,478,015 | 1,540,205 | 312,112 | 13,907,189 |
| Action | For | Against | Abstain | Broker Non-Votes |
Removal of the Limit on the Aggregate Liquidation Preference of the Corporation’s Preferred Stock | 80,038,737 | 1,021,239 | 270,355 |
13,907,189 |
| Action | For | Against | Abstain | Broker Non-Votes |
Revision of Outdated Information in the Corporation’s Amended and Restated Articles of Incorporation |
80,998,990 |
155,612 | 175,730 |
13,907,189 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | SIMMONS FIRST NATIONAL CORPORATION |
| | |
| | /s/ James M. Brogdon |
| Date: May 2, 2022 | James M. Brogdon, Executive Vice President, Chief Financial Officer, and Treasurer |
