Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: On October 22, 2019, we announced that our Board of Directors authorized a new stock repurchase program (“Program”) under which we may repurchase up to $60,000,000 of our Class A common stock currently issued and outstanding.
−Removed: 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 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: Effective July 23, 2021, our Board of Directors approved an amendment to the Company’s current stock repurchase program (“Program”) that increases the amount of our common stock that may be repurchased under the Program from a maximum of $180 million to a maximum of $276.5 million and extends the term of the Program from October 31, 2021, to October 31, 2022 (unless terminated sooner).
+Added: The Program was originally approved on October 17, 2019 and first amended in March 2020.
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.
−Removed: Information concerning our purchases of common stock during the quarter ended March 31, 2021 is as follows:
+Added: During the quarter ended June 30, 2021, we repurchased restricted stock in connection with employee tax withholding obligations under employee compensation plans.
+Added: Information concerning our purchases of common stock 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: January 1, 2021 - January 31, 2021 120,592 $ 23.41 120,592 $ 53,720,000
−Removed: February 1, 2021 - February 28, 2021 10,324 24.86 10,324 $ 53,463,000
−Removed: March 1, 2021 - March 31, 2021 846 30.01 — $ 53,463,000
+Added: April 1, 2021 - April 30, 2021 — $ — — $ 53,463,000
+Added: May 1, 2021 - May 31, 2021 143 29.99 — $ 53,463,000
+Added: June 1, 2021 - June 30, 2021 — — — $ 53,463,000
Total 143 $ 29.99 —
_______________________________________
−Removed: (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.
−Removed: 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.
+Added: (1) Total number of shares purchased consists of 143 shares with an average price $29.99 of restricted stock purchased in connection with employee tax withholding obligations under employee compensation plans, which are not purchases under any publicly announced plan.
+Added: Amended and Restated Articles of Incorporation of Simmons First National Corporation, as amended on July 14, 2021 (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-4 filed under the Securities Act of 1933 by Simmons First National Corporation on July 21, 2021 (File No.
+Added: 333-258059)).
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.
3 unchanged sentences
No issuance of debt exceeds ten percent of the total assets of the Corporation and its subsidiaries on a consolidated basis.
−Removed: Form of Indemnification Agreement.*
−Removed: First Amended and Restated Executive Change in Control Severance Agreement for George A.
−Removed: 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.
−Removed: First Amended and Restated Executive Change in Control Severance Agreement for Stephen C.
−Removed: 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.
−Removed: First Amended and Restated Executive Change in Control Severance Agreement for Matthew S.
−Removed: Reddin dated March 26, 2021.*
−Removed: First Amended and Restated Executive Change in Control Severance Agreement for Jennifer B.
−Removed: Compton dated March 26, 2021.*
−Removed: First Amended and Restated Executive Change in Control Severance Agreement for George A.
−Removed: Makris III dated March 26, 2021.*
−Removed: First Amended and Restated Executive Change in Control Severance Agreement for David Garner dated March 26, 2021.*
−Removed: First Amended and Restated Executive Change in Control Severance Agreement for Paul Kanneman dated March 26, 2021.*
−Removed: 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.
24 unchanged sentences
* Filed herewith
−Removed: ** Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
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 thereunto duly authorized.
SIMMONS FIRST NATIONAL CORPORATION
−Removed: May 6, 2021 /s/ George A.
+Added: August 6, 2021 /s/ George A.
Chairman and Chief Executive Officer
−Removed: May 6, 2021 /s/ James M.
+Added: August 6, 2021 /s/ James M.
Executive Vice President, Chief Financial Officer, and Treasurer
−Removed: May 6, 2021 /s/ David W.
+Added: August 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.