UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As discussed further below, on May 13, 2026, Simmons First National Corporation (“Corporation”) held its Annual Meeting of Shareholders (“Meeting”), at which five proposals were submitted to the Corporation’s shareholders for consideration and approval.
At the Meeting, the Corporation’s shareholders approved the Amended and Restated Simmons First National Corporation 2023 Stock and Incentive Plan (“Amended and Restated 2023 Plan” or the “plan”). The Amended and Restated 2023 Plan was adopted by the Corporation’s Board of Directors (the “Board”), subject to shareholder approval, on March 12, 2026, based on the recommendation of the Compensation Committee of the Board (the “Committee”). The plan was originally adopted as the Simmons First National Corporation 2023 Stock and Incentive Plan, which was approved by shareholders on April 18, 2023. The Amended and Restated 2023 Plan became effective May 13, 2026, upon shareholder approval at the Meeting. Outstanding awards previously granted under the plan remain outstanding in accordance with their terms.
The Amended and Restated 2023 Plan increases the maximum number of shares of the Corporation’s common stock that may be issued under the plan (since inception on April 18, 2023) to 7,350,000 shares, an increase of 3,550,000 shares. In addition, the Amended and Restated 2023 Plan adds an annual $750,000 limit on combined cash and equity compensation for the Corporation’s non-employee directors, subject to exceptions in extraordinary circumstances, and makes additional non-substantive updates to certain terms and provisions of the plan. Finally, the Amended and Restated 2023 Plan extends the plan’s term for granting awards to May 12, 2036, from the current expiration date of April 17, 2033.
The principal purposes of the Amended and Restated 2023 Plan are to promote the long-term growth and profitability of the Corporation and its subsidiaries, to provide employees, non-employee directors, and consultants with an incentive to achieve corporate objectives, to attract and retain individuals of outstanding competence, and to provide participants with incentives that are closely linked to the interests of all shareholders of the Corporation.
The Amended and Restated 2023 Plan provides for the grant of stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance share units, stock awards, other stock-based awards, and performance cash awards. Any of the award types may be granted as performance-based compensation awards that vest based on the satisfaction of performance goals established by the Committee, which has been appointed to administer the Amended and Restated 2023 Plan. Awards under the Amended and Restated 2023 Plan may be granted to employees, non-employee directors, and consultants of the Corporation and certain of its subsidiaries, as determined by the Committee.
Unless the Amended and Restated 2023 Plan is terminated sooner by the Board, no award will be granted under the Amended and Restated 2023 Plan after May 12, 2036. Any awards granted under the Amended and Restated 2023 Plan that are outstanding on May 12, 2036 will remain outstanding in accordance with their terms.
Subject to adjustment in the event of certain changes in the Corporation’s capital structure, the maximum number of shares of the Corporation’s common stock that may be issued under the Amended and Restated 2023 Plan (since inception on April 18, 2023) is 7,350,000 shares, which includes awards granted since inception and represents an increase of 3,550,000 shares since the plan originally became effective. In the event of any change in the outstanding shares of the Corporation’s common stock by reason of any stock dividend, stock split, reverse stock split, recapitalization, merger, consolidation, reorganization, reclassification, combination, exchange of shares or similar event or change in the Corporation’s capital stock, the aggregate number and kind or class of shares reserved under the Amended and Restated 2023 Plan and subject to outstanding awards under the plan, the exercise price of stock options and stock appreciation rights, and other relevant provisions will be proportionately, equitably and appropriately adjusted by the Committee to retain the economic value or opportunity.
The Committee has the authority under the Amended and Restated 2023 Plan to select plan participants, to grant awards and to determine the terms and conditions of awards and the extent to which performance goals are satisfied, as the Committee considers appropriate. In addition, subject to the terms of the Amended and Restated 2023 Plan, the Committee has the authority, among other things, to construe and interpret the plan and the award
agreements, to implement rules for the plan’s administration, to accelerate the exercisability or vesting of any award, and to make all other determinations for administration of the Amended and Restated 2023 Plan. The Committee may delegate authority under the Amended and Restated 2023 Plan to certain members of the Corporation’s management, except in the case of awards to the Corporation’s officers or directors subject to Section 16 of the Exchange Act.
All awards granted under the Amended and Restated 2023 Plan, whether vested or unvested, are subject to clawback as may be required under the Corporation’s current Compensation Clawback Policy or any future clawback or similar policy of the Corporation that is applicable and in effect from time to time. In addition, awards are also subject to clawback as may be required under any applicable law, government regulation or stock exchange listing requirement.
The foregoing description of the Amended and Restated 2023 Plan is only a summary and is qualified in its entirety by reference to the full text of the Amended and Restated 2023 Plan, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 13, 2026, Simmons First National Corporation (“Corporation”) held its Annual Meeting of Shareholders (“Meeting”) at the Corporation’s corporate offices in Little Rock, Arkansas. At the Meeting, the following matters were submitted to the Corporation’s security holders for consideration: (1) ratification of the action of the Corporation’s board of directors fixing the number of directors at fourteen; (2) election of fourteen directors; (3) adoption of a non-binding resolution approving the compensation of the named executive officers of the Corporation; (4) ratification of the Audit Committee’s selection of the accounting firm Forvis Mazars, LLP as independent auditors of the Corporation and its subsidiaries for the year ending December 31, 2026; and (5) approval of the Amended and Restated Simmons First National Corporation 2023 Stock and Incentive Plan.
At the Meeting, all fourteen directors were elected by proxies solicited pursuant to Section 14 of the Securities Exchange Act of 1934, without any solicitation in opposition thereto. The following table summarizes the required analysis of the voting by security holders at the Meeting:
Voting of Shares
| Action |
For | Against | Abstain | Broker Non-Votes | ||||
| Fix the number of directors at fourteen |
125,857,676 | 650,879 | 305,285 | 0 | ||||
| Election of Directors |
For | Against | Abstain | Broker Non-Votes | ||||
| James Brogdon |
109,385,272 | 1,423,678 | 225,485 | 15,779,406 | ||||
| Marty D. Casteel |
101,312,531 | 9,498,689 | 221,450 | 15,779,406 | ||||
| William E. Clark, II |
109,073,609 | 1,736,850 | 222,211 | 15,779,406 | ||||
| Steven A. Cosse |
106,290,366 | 4,486,870 | 257,198 | 15,779,406 | ||||
| Mark C. Doramus |
108,971,492 | 1,837,497 | 225,445 | 15,779,406 | ||||
| Edward Drilling |
106,902,068 | 3,899,048 | 233,318 | 15,779,406 | ||||
| Eugene Hunt |
108,857,965 | 1,919,247 | 257,222 | 15,779,406 | ||||
| Jerry Hunter |
107,173,830 | 3,132,139 | 728,466 | 15,779,406 | ||||
| Susan Lanigan |
107,915,673 | 2,413,734 | 705,027 | 15,779,406 | ||||
| Tom E. Purvis |
107,121,362 | 3,682,898 | 230,174 | 15,779,406 | ||||
| Robert L. Shoptaw |
106,614,471 | 4,196,478 | 223,485 | 15,779,406 | ||||
| Julie Stackhouse |
109,766,699 | 1,044,312 | 223,423 | 15,779,406 | ||||
| Russell Teubner |
107,007,491 | 3,800,504 | 226,439 | 15,779,406 | ||||
| Mindy West |
108,263,605 | 2,555,423 | 215,407 | 15,779,406 | ||||
| Action |
For | Against | Abstain | Broker Non-Votes | ||||
| Adoption of a non-binding resolution approving the compensation of the named executive officers |
99,152,664 | 11,387,331 | 494,439 | 15,779,406 | ||||
| Action |
For | Against | Abstain | Broker Non-Votes | ||||
| Ratification of the Audit Committee’s selection of Forvis Mazars, LLP as independent auditors of the Corporation and its subsidiaries for the year ending December 31, 2026 |
121,341,116 | 5,308,580 | 164,144 | 0 | ||||
| Action |
For | Against | Abstain | Broker Non-Votes | ||||
| Approval of the Amended and Restated Simmons First National Corporation 2023 Stock and Incentive Plan |
106,935,113 | 3,670,446 | 428,875 | 15,779,406 | ||||
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit |
Document | |
| 10.1 | Amended and Restated Simmons First National Corporation 2023 Stock and Incentive Plan (effective May 13, 2026). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
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 hereunto duly authorized.
| SIMMONS FIRST NATIONAL CORPORATION | ||||||
| /s/ C. Daniel Hobbs | ||||||
| Date: May 13, 2026 | C. Daniel Hobbs, Executive Vice President and | |||||
| Chief Financial Officer | ||||||