8-KThe WireRoutine
Shareholder Vote
Filed Apr 24, 2020 · 6y ago · Accession 0001171843-20-002855
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Exchange Act of 1934
Date of Report (Date of earliest event reported) April 23, 2020
SIMMONS FIRST NATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Arkansas
0-6253
71-0407808
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
501 Main Street , Pine Bluff , Arkansas
71601
(Address of principal executive offices)
(Zip Code)
(870) 541-1000
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common stock, par value $0.01 per share
SFNC
The Nasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined
in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not
to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to
Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On April 23, 2020, Simmons First National Corporation (“Corporation”)
held its Annual Meeting of Shareholders (“Meeting”) at the Corporation’s headquarters in Pine Bluff, 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 fifteen (15), (2) election of fifteen
(15) 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 BKD, LLP as independent auditors of the Company
and its subsidiaries for the year ending December 31, 2020, and (5) amending the First Amended and Restated Simmons First National
Corporation 2015 Incentive Plan to increase the number of shares reserved for issuance thereunder from 4,000,000 to 6,800,000 and
extend the term thereof from June 30, 2025 to June 30, 2030.
At the Meeting, all fifteen (15) 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 fifteen (15)
72,948,167
98.11
947,442
1.27
463,058
0.62
14,588,548
Election of Directors
For
%
Against
%
Abstain
%
Broker
Non-Votes
Jay D. Burchfield
72,579,342
97.61
1,101,905
1.48
677,420
0.91
14,588,548
Marty D. Casteel
72,968,184
98.13
722,396
0.97
668,087
0.90
14,588,548
William E. Clark, II
71,100,520
95.62
2,490,072
3.35
768,075
1.03
14,588,548
Steven A. Cosse
71,162,400
95.70
2,525,710
3.40
670,557
0.90
14,588,548
Mark C. Doramus
71,212,197
95.76
2,443,128
3.29
703,342
0.95
14,588,548
Edward Drilling
72,712,242
97.79
961,463
1.29
684,962
0.92
14,588,548
Eugene Hunt
72,579,543
97.61
1,095,038
1.47
684,085
0.92
14,588,548
Jerry Hunter
72,488,028
97.48
1,196,506
1.61
674,133
0.91
14,588,548
Susan Lanigan
72,827,855
97.95
851,217
1.14
679,595
0.91
14,588,548
George A. Makris, Jr.
71,559,288
96.23
2,156,158
2.90
643,221
0.87
14,588,548
W. Scott McGeorge
71,844,515
96.61
1,855,781
2.50
658,371
0.89
14,588,548
Tom E. Purvis
73,329,462
98.61
355,029
0.48
674,176
0.91
14,588,548
Robert L. Shoptaw
71,451,960
96.09
2,217,277
2.98
689,430
0.93
14,588,548
Russell Teubner
72,918,681
98.06
758,399
1.02
681,587
0.92
14,588,548
Mindy West
72,952,609
98.11
741,168
1.00
664,890
0.89
14,588,548
Action
For
%
Against
%
Abstain
%
Broker
Non-Votes
Adoption of a non-binding resolution approving the compensation of the named executive officers
62,768,978
84.41
11,131,376
14.97
458,313
0.62
14,588,548
Action
For
%
Against
%
Abstain
%
Broker
Non-Votes
Ratification of the Audit Committee’s selection of BKD, LLP as independent auditors of the Corporation and its subsidiaries for the year ending December 31, 2020
86,899,681
97.70
1,867,186
2.10
178,326
0.20
0
Action
For
%
Against
%
Abstain
%
Broker
Non-Votes
Amendment of the First Amended and Restated Simmons First National Corporation 2015 Incentive Plan to increase the number of shares reserved for issuance thereunder from 4,000,000 to 6,800,000 and extend the term thereof from June 30, 2025 to June 30, 2030
70,583,074
94.93
3,155,131
4.24
620,462
0.83
14,588,548
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/ Robert A. Fehlman
Date: April 24, 2020
Robert A. Fehlman, Senior Executive Vice President,
Chief Financial Officer, Chief Operating Officer and Treasurer
Filing details
- Company
- SIMMONS FIRST NATIONAL CORP
- Ticker
- SFNC
- CIK
- 90498
- Form type
- 8-K
- Filing date
- Apr 24, 2020
- Report date
- Apr 23, 2020
- Document
- f8k_042420.htm
- Size
- 267 KB