9 unchanged sentences
OTHER INFORMATION
+Added: During the three months ended December 31, 2023 , none of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) adopted , modified or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933).
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
1 unchanged sentence
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
−Removed: 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.”
+Added: This information is incorporated herein by reference from the Company’s definitive proxy statement for the Annual Meeting of Shareholders to be held April 23, 2024 , 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,” as applicable, “Codes 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.
2 unchanged sentences
Fehlman Chief Executive Officer*
−Removed: Brogdon President and Chief Financial Officer*
+Added: Brogdon President*
+Added: Hobbs Executive Vice President and Chief Financial Officer*
Massanelli Senior Executive Vice President and Chief Administrative Officer*
−Removed: Reddin Executive Vice President and Chief Banking Officer, Simmons Bank
Makris III Executive Vice President, General Counsel and Secretary*
2 unchanged sentences
Ann Madea Executive Vice President and Chief Information Officer*
−Removed: Chad Rawls Executive Vice President and Chief Credit Officer, Simmons Bank
Brad Yaney Executive Vice President of Credit Risk Management, Simmons Bank
28 unchanged sentences
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.”
−Removed: PRINCIPAL ACCOUNTING FEES AND SERVICES
+Added: PRINCIPAL ACCOUNTANT 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.”
28 unchanged sentences
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.
−Removed: 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.
+Added: 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 December 26, 2023 (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: Description of Registrant’s Securities.*
+Added: 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, 2022 (File No.
Second Amended and Restated Simmons First National Corporation 2015 Incentive Plan (incorporated by reference to Exhibit 10.1 to Amendment No.
1 to Simmons First National Corporation’s Current Report on Form 8-K filed on April 7, 2020 (File No.
−Removed: 000-06253)).^
+Added: 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.
−Removed: 000-06253)).^
+Added: 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.
−Removed: 000-06253)).^
+Added: 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.
−Removed: 000-06253)).^
+Added: 000-06253)).^
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.
−Removed: 000-06253)).^
+Added: 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.
−Removed: 000-06253)).^
+Added: 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.
−Removed: 000-06253)).^
+Added: 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.
−Removed: 000-06253)).^
+Added: 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.
−Removed: 000-06253)).^
+Added: 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.
−Removed: 000-06253)).^
+Added: 000-06253)).^
Deferred Compensation Agreement for Marty D.
Casteel dated January 22, 2018 (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, 2017 (File No.
−Removed: 000-06253)).^
+Added: 000-06253)).^
Deferred Compensation Agreement for George A.
dated January 2, 2013 (incorporated by reference to Exhibit 10.2 to Simmons First National Corporation’s Current Report on Form 8-K filed on January 7, 2013 (File No.
−Removed: 000-06253)).^
+Added: 000-06253)).^
Amendment to Deferred Compensation Agreement for George A.
dated January 25, 2018 (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, 2017 (File No.
−Removed: 000-06253)).^
+Added: 000-06253)).^
Amended and Restated Deferred Compensation Agreement for Robert A.
Fehlman effective February 27, 2017 (incorporated by reference to Exhibit 10.25 to Simmons First National Corporation’s Annual Report on Form 10-K for the year ended December 31, 2016 (File No.
−Removed: 000-06253)).^
+Added: 000-06253)).^
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.
−Removed: 000-06253)).^
+Added: 000-06253)).^
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.
−Removed: 000-06253)).^
+Added: 000-06253)).^
Deferred Compensation Agreement for Marty D.
Casteel dated January 25, 2010 (incorporated by reference to Exhibit 10.3 to Simmons First National Corporation’s Current Report on Form 8-K filed on January 29, 2010 (File No.
−Removed: 000-06253)).^
+Added: 000-06253)).^
Amended and Restated Executive Severance Agreement for Robert A.
Fehlman dated March 1, 2006 (incorporated by reference to Exhibit 10.3 to Simmons First National Corporation’s Current Report on Form 8-K filed on March 2, 2006 (File No.
−Removed: 000-06253)).^
+Added: 000-06253)).^
First Amendment to Amended and Restated Executive Severance Agreement for Robert A.
1 unchanged sentence
(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.
−Removed: 000-06253)).^
+Added: 000-06253)).^
Second Amendment to Amended and Restated Executive Severance Agreement for Robert A.
1 unchanged sentence
(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.
−Removed: 000-06253)).^
+Added: 000-06253)).^
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.
−Removed: 000-06235)).^
+Added: 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.
−Removed: 000-06235)).^
+Added: 000-06235)).^
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.
−Removed: 000-06253)).^
+Added: 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.
−Removed: 000-06253)).^
+Added: 000-06253)).^
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.
−Removed: 000-06253)).^
−Removed: First Amended and Restated Executive Change in Control Severance Agreement for Matthew S.
−Removed: 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.
−Removed: 000-06253)).^
+Added: 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.
−Removed: 000-06253)).^
+Added: 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.
−Removed: 000-06235)).^
+Added: 000-06235)).^
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.
−Removed: 000-06253)).^
+Added: 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.
−Removed: 000-06235)).^
+Added: 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.
−Removed: 000-06253)).^
+Added: 000-06253)).^
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.
−Removed: 000-06253)).^
+Added: 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.
−Removed: 000-06253)).^
+Added: 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.
−Removed: 000-06253)).^
+Added: 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.
−Removed: 000-06253)).^
−Removed: Simmons First National Corporation Directors Deferred Compensation Plan (Amended and Restated Effective December 31, 2022).*^
−Removed: 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.
−Removed: 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.
+Added: 000-06253)).^
+Added: Simmons First National Corporation Directors Deferred Compensation Plan (Amended and Restated Effective December 31, 2022) (incorporated by reference to Exhibit 10.36 to Simmons First National Corporation’s Annual Report on Form 10-K for the year ended December 31, 2022 (File No.
+Added: 000-06253)).^
+Added: Separation Agreement and Release among Simmons First National Corporation, Simmons Bank, and Matthew Reddin dated July 26, 2023 (incorporated by reference to Exhibit 10.1 to Simmons First National Corporation’s Current Report on Form 8-K filed on July 28, 2023 (File No.
+Added: 000-06253)).^
+Added: Indemnification Agreement for Dean Bass dated July 27, 2023 (incorporated by reference to Exhibit 10.5 to Simmons First National Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 (File No.
+Added: 000-06253)).^
+Added: Second Amendment to Deferred Compensation Agreement for George A.
+Added: dated January 25, 2023 (incorporated by reference to Exhibit 10.1 to Simmons First National Corporation’s Current Report on Form 8-K filed January 25, 2023 (File No.
+Added: 000-06253)).^
+Added: Form of Associate Restricted Stock Unit Award Certificate and Terms of Conditions (2015 Plan - 2023) (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, 2023 (File No.
+Added: 000-06253)).^
+Added: Form of Associate Performance Share Unit Award Certificate and Terms and Conditions (2015 Plan - 2023) (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, 2023 (File No.
+Added: 000-06253)).^
+Added: Form of Associate Cash Award Certificate and Terms and Conditions (2015 Plan - 2023) (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, 2023 (File No.
+Added: 000-06253)).^
+Added: Executive Change in Control Severance Agreement for Ann Madea dated November 12, 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, 2023 (File No.
+Added: 000-06253)).^
+Added: Indemnification Agreement for Ann Madea dated November 12, 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, 2023 (File No.
+Added: 000-06253)).^
+Added: First Amended and Restated Executive Change in Control Agreement for Chad Rawls dated November 8, 2022 (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, 2023 (File No.
+Added: 000-06253)).^
+Added: Indemnification Agreement for Chad Rawls dated November 8, 2022 (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, 2023 (File No.
+Added: 000-06253)).^
+Added: Executive Change in Control Agreement for Brad Yaney dated November 4, 2022 (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, 2023 (File No.
+Added: 000-06253)).^
+Added: Indemnification Agreement for Brad Yaney dated November 4, 2022 (incorporated by reference to Exhibit 10.10 to Simmons First National Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (File No.
+Added: 000-06253)).^
+Added: Simmons First National Corporation 2023 Stock and Incentive Plan (incorporated by reference to Exhibit 10.1 to Simmons First National Corporation’s Current Report on Form 8-K filed on April 19, 2023 (File No.
+Added: 000-06253)).^
+Added: Form of Non-Employee Director Restricted Stock Unit Award Agreement (2023 Plan – for awards on or after April 18, 2023) (incorporated by reference to Exhibit 10.2 to Simmons First National Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 (File No.
+Added: 000-06253)).^
+Added: Form of Associate Restricted Stock Unit Award Agreement (2023 Plan – for awards on or after May 23, 2023) (incorporated by reference to Exhibit 10.3 to Simmons First National Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 (File No.
+Added: 000-06253)).^
+Added: Indemnification Agreement for C.
+Added: Daniel Hobbs dated January 25, 2024 (incorporated by reference to Exhibit 10.1 to Simmons First National Corporation’s Current Report on Form 8-K filed on January 26, 2024 (File No.
+Added: 000-06253)).^
+Added: Executive Change in Control Agreement for C.
+Added: Daniel Hobbs dated January 25, 2024 (incorporated by reference to Exhibit 10.2 to Simmons First National Corporation’s Current Report on Form 8-K filed on January 26, 2024 (File No.
+Added: 000-06253)).^
+Added: Deferred Compensation Agreement for C.
+Added: Daniel Hobbs dated January 25, 2024 (incorporated by reference to Exhibit 10.3 to Simmons First National Corporation’s Current Report on Form 8-K filed on January 26, 2024 (File No.
+Added: 000-06253)).^
+Added: Simmons First National Corporation Code of Ethics (as amended and restated on December 19, 2023) (incorporated by reference to Exhibit 14.1 to Simmons First National Corporation’s Current Report on Form 8-K filed on December 26, 2023 (File No.
+Added: Simmons First National Corporation Finance Group Code of Ethics, (as amended and restated on December 19, 2023) (incorporated by reference to Exhibit 14.2 to Simmons First National Corporation’s Current Report on Form 8-K filed on December 26, 2023 (File No.
Subsidiaries of the Registrant.*
2 unchanged sentences
Fehlman, Chief Executive Officer.*
−Removed: Rule 13a-15(e) and 15d-15(e) Certification – James M.
−Removed: Brogdon, President and Chief Financial Officer.*
+Added: Rule 13a-15(e) and 15d-15(e) Certification – C.
+Added: Daniel Hobbs, Executive Vice President and Chief Financial Officer.*
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 – James M.
−Removed: Brogdon, President and Chief Financial Officer.*
+Added: Sections 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – C.
+Added: Daniel Hobbs, Executive Vice President and Chief Financial Officer.*
Certification Pursuant to 18 U.S.C.
1 unchanged sentence
Garner, Executive Vice President and Chief Accounting Officer.*
+Added: Simmons First National Corporation Compensation Clawback Policy.*^
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.
12 unchanged sentences
Brogdon February 27, 2024
−Removed: Brogdon, President and Chief Financial Officer
+Added: Brogdon, President
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, 2024.
5 unchanged sentences
Fehlman (Principal Executive Officer)
−Removed: Brogdon President and Chief Financial Officer
−Removed: Brogdon (Principal Financial Officer)
+Added: Brogdon President
+Added: /s/ Charles D.
+Added: Hobbs Executive Vice President and Chief Financial Officer
+Added: Hobbs (Principal Financial Officer)
Garner Executive Vice President and Chief Accounting Officer
6 unchanged sentences
Clark, II Director
−Removed: /s/ Steven A.
−Removed: Cossé Director
Doramus Director
14 unchanged sentences
Teubner Director
−Removed: /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.