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Item 9A. Controls and Procedures

2023-02-27 compared with 2022-02-25 · 99 added, 39 removed, 159 unchanged (46% of the section changed)

7 unchanged sentences

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.

Management’s report on internal control over financial reporting, as well as the audit report of FORVIS, 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

2 unchanged sentences

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 April 27, 2022 , to be filed pursuant to Regulation 14A within 120 days of the Company’s fiscal year-end.

This information is incorporated herein by reference from the Company’s definitive proxy statement for the Annual Meeting of Shareholders to be held April 18, 2023 , to be filed pursuant to Regulation 14A within 120 days of the Company’s fiscal year-end (the “Proxy Statement”) under the captions “Proposal 2 - Election of Directors,” “Audit Committee,” “Delinquent Section 16(a) Reports,” “Code of Ethics,” “ Executive Officers,” and the last two paragraphs under the caption “Transactions with Related Persons.”

The table below also sets forth the names and principal occupations of the Company’s executive officers.

Name Principal Occupation

Executive Chairman and Chairman of the Board*

Fehlman Chief Executive Officer*

Brogdon President and Chief Financial Officer*

Massanelli Senior Executive Vice President and Chief Administrative Officer*

Reddin Executive Vice President and Chief Banking Officer, Simmons Bank

Makris III Executive Vice President, General Counsel and Secretary*

Compton Executive Vice President and Chief People Officer*

Garner Executive Vice President and Chief Accounting Officer*

Ann Madea Executive Vice President and Chief Information Officer*

Chad Rawls Executive Vice President and Chief Credit Officer, Simmons Bank

Brad Yaney Executive Vice President of Credit Risk Management, Simmons Bank

_________________

* The officer holds the positions at both the Company and Simmons Bank.

The table below also sets forth the names, principal occupations, and employers of the Company’s directors.

Name Principal Occupation and Employer

Dean Bass Retired Chairman and Chief Executive Officer, Spirit of Texas Bancshares, Inc.

and Spirit of Texas Bank, SSB

Jay Burchfield Retired Chairman, Ozark Trust and Investment Corp.

Casteel Retired Senior Executive Vice President of the Company;

Retired Chairman, President and Chief Executive Officer of Simmons Bank

Clark, II Chairman and Chief Executive Officer, Clark Contractors, LLC

Cossé Retired President and Chief Executive Officer, Murphy Oil Corporation

Doramus Chief Financial Officer, Stephens Inc.

Edward Drilling Retired Senior Vice President of External and Regulatory Affairs, AT&T Inc.

Eugene Hunt Attorney, Hunt Law Firm

Jerry Hunter Senior Counsel, Bryan Cave Leighton Paisner LLP

Susan Lanigan Retired Executive Vice President and General Counsel, Chico’s FAS, Inc.

Executive Chairman and Chairman of the Board, the Company and Simmons Bank

Scott McGeorge Chairman, Pine Bluff Sand and Gravel Company

Tom Purvis Partner, L2L Development Advisors, LLC

Shoptaw Retired Executive, Arkansas Blue Cross and Blue Shield

Julie Stackhouse Retired Executive Vice President, Federal Reserve Bank of St.

Teubner Distinguished Engineer, Broadcom, Inc.

Mindy West Executive Vice President, Chief Financial Officer and Treasurer, Murphy USA Inc

EXECUTIVE COMPENSATION

This information is incorporated herein by reference from the Proxy Statement under the captions “Compensation Committee Interlocks and Insider Participation,” “Compensation Discussion and Analysis,” “Relationship of Compensation Policies and Practices to Risk Management,” “Summary of Compensation and Other Payments to the Named Executive Officers,” “2022 Pay Ratio Disclosure,” “Director Compensation,” and “2022 Director Compensation.”

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

This information is incorporated herein by reference from the Proxy Statement under the captions “Security Ownership of Certain Beneficial Owners” and “Equity Compensation Plan Information.”

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

This information is incorporated herein by reference from the Proxy Statement under the captions “Transactions with Related Persons,” “Policies and Procedures for Approval of Related Party Transactions,” and the first two paragraphs under the caption “Proposal 2 – Election of Directors.”

PRINCIPAL ACCOUNTING FEES AND SERVICES

This information is incorporated herein by reference from the Proxy Statement under the caption “Principal Accountant Fees” and the fourth paragraph under the caption “Audit Committee.”

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

26 unchanged sentences

333-258059)).

Articles of Amendment to the Amended and Restated Articles of Incorporation of Simmons First National Corporation, dated August 3, 2022 (incorporated by reference to Exhibit 3.2 to Simmons First National Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 (File No.

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.

7 unchanged sentences

000-06253)).^

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.

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 Restricted Stock Unit Award Certificate and Terms and Conditions (2022) (incorporated by reference to Exhibit 10.2 to Simmons First National Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 (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).*^

Form of Associate Cash Award Certificate and Terms and Conditions.*^

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.

Form of Associate Performance Share Unit Award Certificate and Terms and Conditions (2021) (incorporated by reference to Exhibit 10.4 to Simmons First National Corporation’s Annual Report on Form 10-K for the year ended December 31, 2021 (File No.

000-06253)).^

Form of Associate Performance Share Unit Award Certificate and Terms and Conditions (2022) (incorporated by reference to Exhibit 10.3 to Simmons First National Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 (File No.

000-06253)).^

Form of Associate Cash 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, 2021 (File No.

000-06253)).^

Form of Associate Cash Award Certificate and Terms and Conditions (2022) (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, 2022 (File No.

000-06253)).^

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)).^

Form of Director Restricted Stock Unit Award Certificate and Terms and Conditions (2022) (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, 2022 (File No.

000-06253)).^

Deferred Compensation Agreement for Marty D.

33 unchanged sentences

000-06235)).^

First Amendment to Deferred Compensation Agreement for Jennifer B.

Compton dated July 27, 2022 (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, 2022 (File No.

000-06235)).^

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

1 unchanged sentence

000-06253)).^

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)).^

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.

3 unchanged sentences

000-06253)).^

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.

1 unchanged sentence

000-06253)).^

Deferred Compensation Agreement for George A.

Makris III dated March 11, 2022 (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, 2022 (File No.

000-06253)).^

First Amendment to Deferred Compensation Agreement for George A.

Makris III dated July 27, 2022 (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, 2022 (File No.

000-06235)).^

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

1 unchanged sentence

000-06253)).^

First Amendment to Deferred Compensation Agreement for Matthew Reddin dated August 4, 2022 (incorporated by reference to Exhibit 10.3 to Simmons First National Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 (File No.

000-06235)).^

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.

11 unchanged sentences

000-06253)).^

Simmons First National Corporation Directors Deferred Compensation Plan (Amended and Restated Effective December 31, 2022).*^

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.

1 unchanged sentence

Subsidiaries of the Registrant.*

Consent of BKD, LLP.*

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

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

Consent of FORVIS, LLP.*

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

Fehlman, Chief Executive Officer.*

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

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

Brogdon, President and Chief Financial Officer.*

Rule 13a-15(e) and 15d-15(e) Certification – David W.

Garner, Executive Vice President, Executive Director of Finance and Accounting and Chief Accounting Officer.*

Garner, Executive Vice President and Chief Accounting Officer.*

Certification Pursuant to 18 U.S.C.

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

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

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

Fehlman, Chief Executive Officer.*

Certification Pursuant to 18 U.S.C.

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.*

Brogdon, President and Chief Financial Officer.*

Certification Pursuant to 18 U.S.C.

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

Garner, Executive Vice President, Executive Director of Finance and Accounting and Chief Accounting Officer.*

Garner, Executive Vice President and Chief Accounting Officer.*

101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

11 unchanged sentences

Pursuant to the requirements of Section 13 or 15 (d) 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.

/s/ George Makris, III February 25, 2022

George Makris, III, Secretary

Brogdon February 27, 2023

Brogdon, President and Chief Financial Officer

Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on or about February 27, 2023.

1 unchanged sentence

/s/ George A.

Chairman, Chief Executive Officer

and Director (Principal Executive Officer)

Brogdon Executive Vice President, Chief Financial Officer

Brogdon and Treasurer (Principal Financial Officer)

Garner Executive Vice President, Executive Director of Finance and

Garner and Accounting and Chief Accounting Officer

(Principal Accounting Officer)

Burchfield Director

Executive Chairman and Director

/s/ Robert A.

Fehlman Chief Executive Officer

Fehlman (Principal Executive Officer)

Brogdon President and Chief Financial Officer

Brogdon (Principal Financial Officer)

Garner Executive Vice President and Chief Accounting Officer

Garner (Principal Accounting Officer)

/s/ Dean Bass Director

/s/ Jay Burchfield Director

Jay Burchfield

Casteel Director

8 unchanged sentences

Hunter Director

Lanigan Director

/s/ Susan Lanigan Director

Susan Lanigan

Scott McGeorge Director

Scott McGeorge

/s/ Tom Purvis Director

/s/ Robert L.

Shoptaw Director

Stackhouse Director

/s/ Russell Teubner Director

Russell Teubner

/s/ Julie Stackhouse Director

Julie Stackhouse

/s/ Russell W.

Teubner Director

/s/ Mindy 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