Current Report Filing (8-k)

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 23, 2020

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 5.07 Submission of Matters to a Vote of Security Holders.

On April 23, 2020, Simmons First National Corporation (“Corporation”) held its Annual Meeting of Shareholders (“Meeting”) at the Corporation’s headquarters in Pine Bluff, Arkansas. At the Meeting, the following matters were submitted to the Corporation’s security holders for consideration: (1) ratification of the action of the Corporation’s board of directors fixing the number of directors at fifteen (15), (2) election of fifteen (15) 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 Company and its subsidiaries for the year ending December 31, 2020, and (5) amending the First Amended and Restated Simmons First National Corporation 2015 Incentive Plan to increase the number of shares reserved for issuance thereunder from 4,000,000 to 6,800,000 and extend the term thereof from June 30, 2025 to June 30, 2030.

At the Meeting, all fifteen (15) 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 fifteen (15)

72,948,167

98.11

947,442

1.27

463,058

0.62

14,588,548

Election of Directors	For		%		Against		%		Abstain		%		Broker Non-Votes
Jay D. Burchfield		72,579,342		97.61		1,101,905		1.48		677,420		0.91		14,588,548
Marty D. Casteel		72,968,184		98.13		722,396		0.97		668,087		0.90		14,588,548
William E. Clark, II		71,100,520		95.62		2,490,072		3.35		768,075		1.03		14,588,548
Steven A. Cosse		71,162,400		95.70		2,525,710		3.40		670,557		0.90		14,588,548
Mark C. Doramus		71,212,197		95.76		2,443,128		3.29		703,342		0.95		14,588,548
Edward Drilling		72,712,242		97.79		961,463		1.29		684,962		0.92		14,588,548
Eugene Hunt		72,579,543		97.61		1,095,038		1.47		684,085		0.92		14,588,548
Jerry Hunter		72,488,028		97.48		1,196,506		1.61		674,133		0.91		14,588,548
Susan Lanigan		72,827,855		97.95		851,217		1.14		679,595		0.91		14,588,548
George A. Makris, Jr.		71,559,288		96.23		2,156,158		2.90		643,221		0.87		14,588,548
W. Scott McGeorge		71,844,515		96.61		1,855,781		2.50		658,371		0.89		14,588,548
Tom E. Purvis		73,329,462		98.61		355,029		0.48		674,176		0.91		14,588,548
Robert L. Shoptaw		71,451,960		96.09		2,217,277		2.98		689,430		0.93		14,588,548
Russell Teubner		72,918,681		98.06		758,399		1.02		681,587		0.92		14,588,548
Mindy West		72,952,609		98.11		741,168		1.00		664,890		0.89		14,588,548

Action

For

Against

Abstain

Broker

Non-Votes

Adoption of a non-binding resolution approving the compensation of the named executive officers

62,768,978

84.41

11,131,376

14.97

458,313

0.62

14,588,548

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, 2020

86,899,681

97.70

1,867,186

2.10

178,326

0.20

Action

For

Against

Abstain

Broker

Non-Votes

Amendment of the First Amended and Restated Simmons First National Corporation 2015 Incentive Plan to increase the number of shares reserved for issuance thereunder from 4,000,000 to 6,800,000 and extend the term thereof from June 30, 2025 to June 30, 2030

70,583,074

94.93

3,155,131

4.24

620,462

0.83

14,588,548

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/ Robert A. Fehlman
Date: April 24, 2020	Robert A. Fehlman, Senior Executive Vice President,
	Chief Financial Officer, Chief Operating Officer and Treasurer