2 unchanged sentences
On March 5, 2020, we announced an amendment to the Program that increased the maximum amount that may be repurchased under the Program from $60,000,000 to $180,000,000.
−Removed: The Program will terminate on October 31, 2021 (unless terminated sooner) and replaced the previous stock repurchase program, which was announced on July 23, 2012, that authorized us to repurchase up to 1,700,000 shares of common stock.
−Removed: No shares have been repurchased under the Program since March 31, 2020.
−Removed: On October 22, 2020, we announced the resumption of stock repurchases under the Program.
−Removed: Market conditions and our capital needs will drive decisions regarding future, additional stock repurchases.
−Removed: During the quarter ended September 30, 2020, we repurchased restricted stock in connection with employee tax withholding obligations under employee compensation plans.
−Removed: Information concerning our purchases of common stock is as follows:
+Added: The Program will terminate on October 31, 2021 (unless terminated sooner) and replaced our previous stock repurchase program, which was announced on July 23, 2012, that authorized us to repurchase up to 1,700,000 shares of common stock.
+Added: The timing, pricing, and amount of any repurchases under the Program will be determined by management at its discretion based on a variety of factors, including but not limited to, trading volume and market price of our common stock, corporate considerations, our working capital and investment requirements, general market and economic conditions, and legal requirements.
+Added: Information concerning our purchases of common stock during the quarter ended March 31, 2021 is as follows:
Period Total Number of Shares Purchased (1)
Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
−Removed: July 1, 2020 - July 31, 2020 1,224 $ 17.28 — $ 76,560,000
−Removed: August 1, 2020 - August 31, 2020 — — — $ 76,560,000
−Removed: September 1, 2020 - September 30, 2020 689 16.80 — $ 76,560,000
+Added: January 1, 2021 - January 31, 2021 120,592 $ 23.41 120,592 $ 53,720,000
+Added: February 1, 2021 - February 28, 2021 10,324 24.86 10,324 $ 53,463,000
+Added: March 1, 2021 - March 31, 2021 846 30.01 — $ 53,463,000
Total 131,762 $ 23.57 130,916
_______________________________________
−Removed: (1) Total number of shares purchased consists of 1,913 shares of restricted stock repurchased in connection with employee tax withholding obligations under employee compensation plans, which are not purchases under any publicly announced plan.
−Removed: Agreement and Plan of Merger, dated as of November 13, 2018, by and between Simmons First National Corporation and Reliance Bancshares, Inc., as amended on February 11, 2019 (incorporated by reference to Annex A to the Proxy Statement/Prospectus filed pursuant to Rule 424(b)(3) by Simmons First National Corporation for March 4, 2019 (File No.
−Removed: 333-229378)).
−Removed: Agreement and Plan of Merger, dated as of July 30, 2019, by and between Simmons First National Corporation and The Landrum Company (incorporated by reference to Exhibit 2.1 to Simmons First National Corporation’s Current Report on Form 8-K for July 30, 2019 (File No.
+Added: (1) Total number of shares purchased includes 846 shares with an average price $30.01 of restricted stock purchased in connection with employee tax withholding obligations under employee compensation plans, which are not purchases under any publicly announced plan.
Amended and Restated Articles of Incorporation of Simmons First National Corporation, as amended on October 29, 2019 (incorporated by reference to Exhibit 3.1 to Simmons First National Corporation’s Current Report on Form 8-K filed November 1, 2019 (File No.
−Removed: As Amended By-Laws of Simmons First National Corporation, as amended on October 21, 2020.*
+Added: As Amended By-Laws of Simmons First National Corporation, as amended on October 21, 2020 (incorporated by reference to Exhibit 3.1 to Simmons First National Corporation’s Current Report on Form 8-K filed October 22, 2020 (File No.
4.1 Instruments defining the rights of security holders, including indentures.
2 unchanged sentences
No issuance of debt exceeds ten percent of the total assets of the Corporation and its subsidiaries on a consolidated basis.
−Removed: Executive Severance Agreement for George Makris III dated July 28, 2020.*
−Removed: Executive Severance Agreement for John Barber dated July 24, 2020.*
+Added: Form of Indemnification Agreement.*
+Added: First Amended and Restated Executive Change in Control Severance Agreement for George A.
+Added: dated March 26, 2021 (incorporated by reference to Exhibit 10.2 to Simmons First National Corporation’s Current Report on Form 8-K filed April 1, 2021 (File No.
+Added: First Amended and Restated Executive Change in Control Severance Agreement for Stephen C.
+Added: Massanelli dated March 26, 2021 (incorporated by reference to Exhibit 10.3 to Simmons First National Corporation’s Current Report on Form 8-K filed April 1, 2021 (File No.
+Added: First Amended and Restated Executive Change in Control Severance Agreement for Matthew S.
+Added: Reddin dated March 26, 2021.*
+Added: First Amended and Restated Executive Change in Control Severance Agreement for Jennifer B.
+Added: Compton dated March 26, 2021.*
+Added: First Amended and Restated Executive Change in Control Severance Agreement for George A.
+Added: Makris III dated March 26, 2021.*
+Added: First Amended and Restated Executive Change in Control Severance Agreement for David Garner dated March 26, 2021.*
+Added: First Amended and Restated Executive Change in Control Severance Agreement for Paul Kanneman dated March 26, 2021.*
+Added: First Amended and Restated Executive Change in Control Severance Agreement for John Barber dated March 26, 2021.*
Amended and Restated Simmons First National Corporation Code of Ethics (as amended and restated on July 23, 2020) (incorporated by reference to Exhibit 14.1 to Simmons First National Corporation’s Current Report on Form 8-K filed July 28, 2020 (File No.
2 unchanged sentences
Makris, Jr., Chairman and Chief Executive Officer.*
−Removed: Rule 13a-15(e) and 15d-15(e) Certification – Robert A.
−Removed: Fehlman, Senior Executive Vice President, Chief Financial Officer, Chief Operating Officer and Treasurer.*
+Added: Rule 13a-15(e) and 15d-15(e) Certification – James M.
+Added: Brogdon, Executive Vice President, Chief Financial Officer, and Treasurer.*
Rule 13a-15(e) and 15d-15(e) Certification – David W.
4 unchanged sentences
Certification Pursuant to 18 U.S.C.
−Removed: Sections 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – Robert A.
−Removed: Fehlman, Senior Executive Vice President, Chief Financial Officer, Chief Operating Officer and Treasurer.*
+Added: Sections 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – James M.
+Added: Brogdon, Executive Vice President, Chief Financial Officer, and Treasurer.*
Certification Pursuant to 18 U.S.C.
4 unchanged sentences
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase.**
−Removed: 101.DEF InlineXBRL Taxonomy Extension Definition Linkbase.**
+Added: 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase.**
101.LAB Inline XBRL Taxonomy Extension Labels Linkbase.**
6 unchanged sentences
SIMMONS FIRST NATIONAL CORPORATION
−Removed: November 6, 2020 /s/ George A.
+Added: May 6, 2021 /s/ George A.
Chairman and Chief Executive Officer
−Removed: November 6, 2020 /s/ Robert A.
−Removed: Senior Executive Vice President, Chief Financial Officer,
−Removed: Chief Operating Officer and Treasurer
−Removed: November 6, 2020 /s/ David W.
+Added: May 6, 2021 /s/ James M.
+Added: Executive Vice President, Chief Financial Officer, and Treasurer
+Added: May 6, 2021 /s/ David W.
Executive Vice President, Executive Director of Finance and
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.