Simmons First National Corp. Announces 2024 Annual Meeting of Shareholders

TL;DR

<b>Simmons First National Corporation will hold its annual shareholder meeting on April 23, 2024, to vote on director elections, executive compensation, auditor ratification, and an employee stock purchase plan.</b>

AI Summary

SIMMONS FIRST NATIONAL CORP (SFNC) filed a Proxy Statement (DEF 14A) with the SEC on March 20, 2024. Annual meeting scheduled for April 23, 2024, at 8:00 AM CT in Little Rock, AR. Shareholders of record as of February 20, 2024, are eligible to vote. Key agenda items include electing 14 directors, approving executive compensation, and ratifying independent auditors. The company will seek approval for the Simmons First National Corporation Second Amended and Restated 2015 Employee Stock Purchase Plan. FORVIS, LLP is proposed as the independent auditor for the year ending December 31, 2024.

Why It Matters

For investors and stakeholders tracking SIMMONS FIRST NATIONAL CORP, this filing contains several important signals. Shareholders have the opportunity to influence corporate governance by voting on director nominees and executive compensation. The ratification of FORVIS, LLP as auditors is crucial for maintaining financial transparency and investor confidence.

Risk Assessment

Risk Level: low — SIMMONS FIRST NATIONAL CORP shows low risk based on this filing. The filing is a routine proxy statement with no new financial or operational information, indicating a low level of immediate risk.

Analyst Insight

Review the director nominees and executive compensation proposals to make informed voting decisions.

Key Numbers

• 14 — Number of Directors (To be elected at the meeting)
• April 23, 2024 — Annual Meeting Date (Date of the shareholder meeting)
• February 20, 2024 — Record Date (Shareholders of record on this date are entitled to vote)
• 2015 — Employee Stock Purchase Plan Year (Second Amended and Restated 2015 Employee Stock Purchase Plan)

Key Players & Entities

• SIMMONS FIRST NATIONAL CORP (company) — Registrant
• George A. Makris III (person) — Secretary
• FORVIS, LLP (company) — Independent Auditors

FAQ

Industry Context

Simmons First National Corporation operates within the national commercial banking sector.

Regulatory Implications

The filing is made under Section 14(a) of the Securities Exchange Act of 1934, governing proxy solicitations.

What Investors Should Do

1. Review the list of director nominees and their qualifications.
2. Examine the details of the proposed executive compensation plan.
3. Confirm the company's choice of independent auditors for the upcoming fiscal year.

Key Dates

• 2024-04-23: Annual Meeting of Shareholders — Shareholders will vote on key corporate matters.
• 2024-03-20: Filing Date — The proxy statement was filed with the SEC.
• 2024-02-20: Record Date — Determines eligibility to vote at the annual meeting.

Year-Over-Year Comparison

This is a definitive proxy statement (DEF 14A) filed for the upcoming annual meeting, indicating a routine disclosure of shareholder meeting information.

Key Financial Figures

• $0.01 — of the Class A Common Stock, par value $0.01 per share, of the Company (the "Common

Filing Documents

• ea0201239-01.htm (DEF 14A) — 3655KB
• tbarchart_001.jpg (GRAPHIC) — 341KB
• tbarchart_002.jpg (GRAPHIC) — 332KB
• tbarchart_003.jpg (GRAPHIC) — 372KB
• tflowchart_001.jpg (GRAPHIC) — 474KB
• tgeorge_sig.jpg (GRAPHIC) — 51KB
• tlinechart_004.jpg (GRAPHIC) — 365KB
• tproxy_001.jpg (GRAPHIC) — 1050KB
• tproxy_002.jpg (GRAPHIC) — 1093KB
• 0001174947-24-000372.txt (&nbsp;) — 14358KB
• sfnc-20240312.xsd (EX-101.SCH) — 15KB
• sfnc-20240312_def.xml (EX-101.DEF) — 15KB
• sfnc-20240312_lab.xml (EX-101.LAB) — 46KB
• sfnc-20240312_pre.xml (EX-101.PRE) — 32KB
• ea0201239-01_htm.xml (XML) — 522KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS The following table sets forth (except as otherwise indicated, as of January 31, 2024) (1) all persons known to management who own, beneficially or of record, more than 5% of the outstanding Common Stock, (2) the number of shares of Common Stock owned by the named executive officers in the Summary Compensation Table, (3) the number of shares of Common Stock owned by each current director and director nominee (as reported by each director and nominee), and (4) the number of shares of Common Stock owned by all current directors and current executive officers as a group. Name and Address of Beneficial Owner Shares Owned Beneficially [a] Percent of Class [b] BlackRock, Inc. [c] 50 Hudson Yards New York, New York 10001 18,043,806 14.40% The Vanguard Group [d] 100 Vanguard Blvd. Malvern, PA 19355 15,207,448 12.13% Dimensional Fund Advisors LP [e] 6300 Bee Cave Road Building One Austin, TX 78746 6,566,353 5.24% George A. Makris Jr. [f] 802,192 * Robert A. Fehlman [g] 229,042 * James M. Brogdon [h] 27,285 * C. Daniel Hobbs [i] 0 * George A. Makris III [j] 53,336 * Stephen C. Massanelli [k] 116,122 * Matthew S. Reddin [l] 39,693 * Chad Rawls [m] 6,452 * Dean Bass [n] 106,280 * Jay Burchfield [o] 80,093 * Marty D. Casteel [p] 198,290 * William E. Clark, II [q] 29,060 * Steven A. Coss [r] 84,722 * Mark C. Doramus [s] 40,332 * Edward Drilling 30,766 * Eugene Hunt [t] 29,593 * Jerry Hunter 16,420 * Susan Lanigan 21,327 * W. Scott McGeorge 111,749 * Tom Purvis 31,700 * Robert L. Shoptaw [u] 83,476 * Julie Stackhouse 8,233 * Russell W. Teubner [v] 110,626 * Mindy West 17,094 * All directors and officers as a group (26 persons) 2,394,094 1.91% ________________________ * The shares beneficially owned represent less than 1% of the outstanding common shares. [a] Under the applicable rules, "beneficial ownership" of a securit

: Gender Identity

Part I: Gender Identity Directors 3 14

: Demographic Background

Part II: Demographic Background African American or Black 2 Alaskan Native or Native American Asian Hispanic or Latinx Native Hawaiian or Pacific Islander White 3 12 Two or More Races or Ethnicities LGBTQ+ 0 Did Not Disclose Demographic Background 2 6 Board Diversity Matrix (As of March 14, 2023) Total Number of Directors 17 Female Male Non-Binary Did Not Disclose Gender

: Gender Identity

Part I: Gender Identity Directors 3 14

: Demographic Background

Part II: Demographic Background African American or Black 2 Alaskan Native or Native American Asian Hispanic or Latinx Native Hawaiian or Pacific Islander White 3 12 Two or More Races or Ethnicities LGBTQ+ 0 Did Not Disclose Demographic Background 1 THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR ALL OF THE BELOW -NAMED NOMINEES FOR ELECTION TO THE BOARD. Marty D. Casteel Mr. Casteel, 73, was elected to the Board in 2020. Until his retirement in 2020, Mr. Casteel was employed by the Company's lead subsidiary, Simmons Bank, for over 30 years. During that time, he held various leadership roles, including serving as Simmons Bank's chairman, president, and chief executive officer from 2013 to 2020. In addition, Mr. Casteel was a senior executive vice president of the Company from 2013 to 2020. Mr. Casteel received a B.S.B.A. degree in Marketing from University of Arkansas in 1974. Mr. Casteel also served in the U.S. Army from 1974 to 1978. Mr. Casteel has served on numerous boards during his career. He is currently a member of the boards of directors of Jefferson Regional Medical Center and the Arkansas Research Alliance, and he is a past member of the board of directors of the Economic Development Alliance of Jefferson County. He is also a past president of the Mortgage Bankers Association of Arkansas. The Board believes that Mr. Casteel's deep understanding of current and historical bank operations, as well as his experience as the chairman, president, and chief executive officer of Simmons Bank, provide needed skills and insight into the banking and financial services business conducted by the Company and its subsidiaries, including the assessment of lending and deposit activities, the management of financial regulatory affairs, the evaluation of bank policies and practices, and the mitigation of enterprise risks. William E. Clark, II Mr. Clark, 54, was elected to the Board in 2008. He is the Chief Executive Officer of Clark Contr