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Item 9A. Controls and Procedures

2022-02-25 compared with 2021-02-25 · 70 added, 35 removed, 128 unchanged (45% of the section changed)

7 unchanged sentences

Management’s report on internal control over financial reporting, as well as the attestation report of BKD, LLP on the Company’s internal control over financial reporting are included in Item 8, Consolidated Financial Statements and Supplementary Data, of this Annual Report on Form 10-K and are incorporated herein by this reference.

Management’s report on internal control over financial reporting, as well as the audit report of BKD, LLP on the Company’s internal control over financial reporting are included in Item 8, Consolidated Financial Statements and Supplementary Data, of this Annual Report on Form 10-K and are incorporated herein by this reference.

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Incorporated herein by reference from the Company’s definitive proxy statement for the Annual Meeting of Stockholders to be held May 20, 2021 , to be filed pursuant to Regulation 14A within 120 days of the Company’s fiscal year-end.

Incorporated herein by reference from the Company’s definitive proxy statement for the Annual Meeting of Stockholders to be held April 27, 2022 , to be filed pursuant to Regulation 14A within 120 days of the Company’s fiscal year-end.

EXECUTIVE COMPENSATION

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

PRINCIPAL ACCOUNTING FEES AND SERVICES

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

16 unchanged sentences

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 Current Report on Form 8-K filed on July 31, 2019 (File No.

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 on November 1, 2019 (File No.

As Amended By-Laws of Simmons First National Corporation (incorporated by reference to Exhibit 3.1 to Simmons First National Corporation’s Current Report on Form 8-K filed on October 22, 2020 (File No.

Agreement and Plan of Merger, dated as of June 4, 2021, by and among Simmons First National Corporation, Simmons Bank and Landmark Community Bank (incorporated by reference to Annex A 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.

333-258059)).

Agreement and Plan of Merger, dated as of June 4, 2021, by and between Simmons First National Corporation and Triumph Bancshares, Inc.

(incorporated by reference to Annex B 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.

333-258059)).

Agreement and Plan of Merger, dated as of November 18, 2021, by and between Simmons First National Corporation and Spirit of Texas Bancshares, Inc.

(incorporated by reference to Annex A to the Registration Statement on Form S-4 filed under the Securities Act of 1933 by Simmons First National Corporation on January 18, 2022 (File No.

333-261842)).

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.

333-258059)).

Amended and Restated By-Laws of Simmons First National Corporation (incorporated by reference to Exhibit 3.1 to Simmons First National Corporation’s Current Report on Form 8-K filed on February 18, 2022 (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.

Description of Registrant’s Securities (incorporated by reference to Exhibit 4.2 to Simmons First National Corporation’s Annual Report on Form 10-K for the year ended December 31, 2019 (File No.

Description of Registrant’s Securities.*

Second Amended and Restated Simmons First National Corporation 2015 Incentive Plan (incorporated by reference to Exhibit 10.1 to Amendment No.

2 unchanged sentences

Form of Associate Restricted Stock Unit Award Certificate and Terms and Conditions.

(incorporated by reference to Exhibit 10.2 to Simmons First National Corporation’s Annual Report on Form 10-K for the year ended December 31, 2020 (File No.

000-06253)).^

Form of Associate Performance Share Unit Award Certificate and Terms and Conditions (2020) (incorporated by reference to Exhibit 10.3 to Simmons First National Corporation’s Annual Report on Form 10-K for the year ended December 31, 2020 (File No.

000-06253)).^

Form of Associate Performance Share Unit Award Certificate and Terms and Conditions (2021).*^

1 unchanged sentence

Form of Director Restricted Stock Unit Award Certificate and Terms and Conditions.

(incorporated by reference to Exhibit 10.5 to Simmons First National Corporation’s Annual Report on Form 10-K for the year ended December 31, 2020 (File No.

000-06253)).^

Deferred Compensation Agreement for Marty D.

10 unchanged sentences

000-06253)).^

Executive Severance Agreement for George A.

dated February 11, 2016 (incorporated by reference to Exhibit 10.1 to Simmons First National Corporation’s Current Report on Form 8-K filed on February 11, 2016 (File No.

First Amended and Restated Executive Change in Control Severance Agreement for George A.

dated March 26, 2021 (incorporated by reference to Exhibit 10.2 to Simmons First National Corporation’s Current Report on Form 8-K filed on April 1, 2021 (File No.

000-06253)).^

Executive Severance Agreement for Stephen C.

Massanelli dated February 5, 2016 (incorporated by reference to Exhibit 10.2 to Simmons First National Corporation’s Current Report on Form 8-K filed on February 11, 2016 (File No.

First Amended and Restated Executive Change in Control Severance Agreement for Stephen C.

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 on April 1, 2021 (File No.

000-06253)).^

7 unchanged sentences

Fehlman dated March, 1, 2006.

(incorporated by reference to Exhibit 10.14 to Simmons First National Corporation’s Annual Report on Form 10-K for the year ended December 31, 2020 (File No.

000-06253)).^

Second Amendment to Amended and Restated Executive Severance Agreement for Robert A.

Fehlman dated March 1, 2006.

Deferred Compensation Agreement for Jena Compton dated February 28, 2017 (incorporated by reference to Exhibit 10.11 to Simmons First National Corporation’s Annual Report on Form 10-K for the year ended December 31, 2019 (File No.

(incorporated by reference to Exhibit 10.15 to Simmons First National Corporation’s Annual Report on Form 10-K for the year ended December 31, 2020 (File No.

000-06253)).^

Executive Severance Agreement for Jena Compton dated February 5, 2016 (incorporated by reference to Exhibit 10.12 to Simmons First National Corporation’s Annual Report on Form 10-K for the year ended December 31, 2019 (File No.

Deferred Compensation Agreement for Jennifer B.

Compton dated February 28, 2017 (incorporated by reference to Exhibit 10.11 to Simmons First National Corporation’s Annual Report on Form 10-K for the year ended December 31, 2019 (File No.

000-06235)).^

Executive Severance Agreement for Paul Kanneman dated January 2, 2017 (incorporated by reference to Exhibit 10.13 to Simmons First National Corporation’s Annual Report on Form 10-K for the year ended December 31, 2019 (File No.

First Amended and Restated Executive Change in Control Severance Agreement for Jennifer B.

Compton dated March 26, 2021 (incorporated by reference to Exhibit 10.5 to Simmons First National Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (File No.

000-06253)).^

Amended Executive Severance Agreement for David Garner dated April 30, 2014 (incorporated by reference to Exhibit 10.14 to Simmons First National Corporation’s Annual Report on Form 10-K for the year ended December 31, 2019 (File No.

First Amended and Restated Executive Change in Control Severance Agreement for Paul Kanneman dated March 26, 2021 (incorporated by reference to Exhibit 10.8 to Simmons First National Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (File No.

000-06253)).^

Executive Severance Agreement for George A.

Makris III dated July 28, 2020 (incorporated by reference to Exhibit 10.1 to Simmons First National Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 (File No.

First Amended and Restated Executive Change in Control Severance Agreement for David Garner dated March 26, 2021 (incorporated by reference to Exhibit 10.7 to Simmons First National Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (File No.

000-06253)).^

Executive Severance Agreement for John Barber dated July 24, 2020 (incorporated by reference to Exhibit 10.2 to Simmons First National Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 (File No.

First Amended and Restated Executive Change in Control Severance Agreement for George A.

Makris III dated March 26, 2021 (incorporated by reference to Exhibit 10.6 to Simmons First National Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (File No.

000-06253)).^

Executive Severance Agreement for Matthew Reddin dated October 25, 2019.*^

First Amended and Restated Executive Change in Control Severance Agreement for John Barber dated March 26, 2021 (incorporated by reference to Exhibit 10.9 to Simmons First National Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (File No.

000-06253)).^

First Amended and Restated Executive Change in Control Severance Agreement for Matthew S.

Reddin dated March 26, 2021 (incorporated by reference to Exhibit 10.4 to Simmons First National Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (File No.

000-06253)).^

Deferred Compensation Agreement for Matthew Reddin dated March 7, 2017.

(incorporated by reference to Exhibit 10.23 to Simmons First National Corporation’s Annual Report on Form 10-K for the year ended December 31, 2020 (File No.

000-06253)).^

Deferred Compensation Agreement for David Garner dated January 2, 2020 (incorporated by reference to Exhibit 10.1 to Simmons First National Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 (File No.

000-06253)).^

Branch Purchase and Assumption Agreement, dated as of December 20, 2019, by and between Spirit of Texas Bank, SSB and Simmons Bank (incorporated by reference to Exhibit 2.1 to Simmons First National Corporation’s Current Report on Form 8-K filed on December 23, 2019 (File No.

Branch Purchase and Assumption Agreement, dated as of February 10, 2020, by and between First Western Trust Bank and Simmons Bank (incorporated by reference to Exhibit 2.1 to Simmons First National Corporation’s Current Report on Form 8-K filed on February 10, 2020 (File No.

Amended and Restated Simmons First National Corporation Code of Ethics (incorporated by reference to Exhibit 14.1 to Simmons First National Corporation’s Current Report on Form 8-K filed on July 28, 2020 (File No.

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to Simmons First National Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (File No.

000-06253)).^

Indemnification Agreement for James M.

Brogdon dated July 30, 2021 (incorporated by reference to Exhibit 10.1 to Simmons First National Corporation’s Current Report on Form 8-K filed on August 5, 2021 (File No.

000-06253)).^

Executive Change in Control Severance Agreement for James M.

Brogdon dated July 30, 2021 (incorporated by reference to Exhibit 10.2 to Simmons First National Corporation’s Current Report on Form 8-K filed on August 5, 2021 (File No.

000-06253)).^

Deferred Compensation Agreement for James M.

Brogdon dated July 30, 2021 (incorporated by reference to Exhibit 10.3 to Simmons First National Corporation’s Current Report on Form 8-K filed on August 5, 2021 (File No.

000-06253)).^

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 on July 28, 2020 (File No.

Finance Group Code of Ethics, dated July 2003 (incorporated by reference to Exhibit 14 to Simmons First National Corporation’s Annual Report on Form 10-K for the year ended December 31, 2003 (File No.

3 unchanged sentences

Makris, Jr., Chairman and Chief Executive Officer.*

Rule 13a-15(e) and 15d-15(e) Certification – Robert A.

Fehlman, Senior Executive Vice President, Chief Financial Officer, Chief Operating Officer and Treasurer.*

Rule 13a-15(e) and 15d-15(e) Certification – James M.

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.

Sections 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – Robert A.

Fehlman, Senior Executive Vice President, Chief Financial Officer, Chief Operating Officer and Treasurer.*

Sections 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – James M.

Brogdon, Executive Vice President, Chief Financial Officer and Treasurer.*

Certification Pursuant to 18 U.S.C.

21 unchanged sentences

and Director (Principal Executive Officer)

/s/ Robert A.

Fehlman Senior Executive Vice President,

Fehlman Chief Financial Officer, Chief Operating Officer and

Treasurer (Principal Financial Officer)

Brogdon Executive Vice President, Chief Financial Officer

Brogdon and Treasurer (Principal Financial Officer)

Garner Executive Vice President, Executive Director of Finance and

11 unchanged sentences

/s/ Eugene Hunt Director

Hunter Director

Lanigan Director

1 unchanged sentence

Scott McGeorge

/s/ Tom Purvis Director

/s/ Robert L.

Shoptaw Director

Stackhouse Director

/s/ Russell Teubner Director

Russell Teubner

/s/ Malynda K.

West Director

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.

What changed 10-K

Item 9A. Controls and Procedures