Simmons First National Corp. Announces Executive and Director Changes

Ticker: SFNC · Form: 8-K · Filed: 2024-11-12T00:00:00.000Z

Sentiment: neutral

Topics: management-change, governance, executive-compensation

TL;DR

Simmons First National Corp. is shuffling its execs and board – watch for strategy shifts.

AI Summary

Simmons First National Corporation announced on November 7, 2024, changes in its executive team and board of directors. Key personnel changes include the appointment of new officers and directors, alongside potential adjustments to compensatory arrangements for certain executives. The filing also includes financial statements and exhibits related to these corporate governance updates.

Why It Matters

Changes in executive leadership and board composition can signal shifts in company strategy, operational focus, or financial priorities, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: medium — Executive and board changes can introduce uncertainty regarding future strategy and leadership stability.

Key Players & Entities

FAQ

What specific roles have been affected by the executive and director changes?

The filing indicates changes related to the 'Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers' and 'Compensatory Arrangements of Certain Officers,' suggesting shifts in leadership positions and executive compensation structures.

When were these changes effective or reported?

The earliest event reported in this filing was on November 7, 2024.

Are there any details on new appointments or departures?

The filing explicitly mentions 'Departure of Directors or Certain Officers' and 'Election of Directors; Appointment of Certain Officers,' indicating both departures and new appointments are part of the reported events.

What is the primary business of Simmons First National Corporation?

Simmons First National Corporation is classified under 'NATIONAL COMMERCIAL BANKS' with SIC code 6021.

What other items are included in this 8-K filing besides personnel changes?

In addition to personnel changes, the filing also includes 'Regulation FD Disclosure' and 'Financial Statements and Exhibits'.

Filing Stats: 1,374 words · 5 min read · ~5 pages · Grade level 11.3 · Accepted 2024-11-12 08:04:59

Key Financial Figures

Filing Documents

From the 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 Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 7, 2024 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. [] Item5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Robert A. Fehlman On November 7, 2024, Robert A. Fehlman (age 60), the chief executive officer of Simmons First National Corporation ("Company"), provided the Company notice of his decision to resign from his position, effective as of the end of the day December 31, 2024, to focus on personal interests and family medical issues. Beginning January 1, 2025, Mr. Fehlman will serve in an advisory role for the Company through March 31, 2025, at which time he will retire from the Company. George A. Makris, Jr. On November 8, 2024, the Company's board of directors ("Board") appointed George A. Makris, Jr. (age 68) as chairman and chief executive officer of the Company, effective January 1, 2025, to serve until such time as his successor is appointed, or his earlier death, resignation, or removal. Mr. Makris has served as the Company's executive chairman and chairman of the Board since 2023. Mr. Makris also served as the Company's chairman and chief executive officer from 2014 through 2022. Additional information regarding Mr. Makris's background and experience is provided in PROPOSAL 2 - ELECTION OF DIRECTORS in the Company's proxy statement for the Company's 2024 annual meeting of shareholders ("2024 Proxy Statement") and is incorporated herein by reference. Mr. Makris's son, George A. Makris, III, serves as executive vice president, general counsel, and corporate secretary of the Company and receives compensation, which, for 2023, is set forth in the Summary Compensation Table contained in the 2024 Proxy Statement, which disclosure is incorporated herein by reference. Such compensation is determined on a basis consistent with the Company's human resources policies and is reviewed and approved by the Board's Compensation Committee. Additionally, deposit arrangements, wealth management arrangements, and loans and extensions of credit have been made from time to time between the Company's affiliate, Simmons Bank ("Bank"), and Mr. Makris in the ordinary course of business on substantially the same terms (including interest rates and collateral) as those prevailing at the time for comparable transactions with other persons not related to the Bank and that did not involve more than the normal risk of collectability or present other unfavorable features. In connection with Mr. Makris's appointment, beginning January 1, 2025, he will receive an annual base salary of $1,000,000 and an annual executive stipend of $12,000. In addition, Mr. Makris will be eligible to receive a target equity incentive award equal to 150% of base salary – with an opportunity of up to 150% of target – and a target cash incentive bonus equal to 100% of base salary – with an opportunity of up to 200% of target. Mr. Makris also continues

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