8-KThe WireRoutine
Shareholder Vote
Filed Apr 26, 2024 · 2y ago · Accession 0001193125-24-116837
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, 2024
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, 2024, 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, LLP as independent auditors of the Corporation and its subsidiaries for the year ending December 31, 2024; and (5) approval of the Simmons First National Corporation Second Amended and Restated 2015 Employee Stock Purchase 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
105,474,289
2,180,139
332,542
0
Election of Directors
For
Against
Abstain
Broker
Non-Votes
Marty D. Casteel
87,208,889
3,970,523
274,614
16,532,945
William E. Clark, II
87,261,593
3,909,155
283,278
16,532,945
Steven A. Cosse
80,014,396
11,157,346
282,284
16,532,945
Mark C. Doramus
87,067,835
4,096,065
290,126
16,532,945
Edward Drilling
86,508,382
4,668,922
276,722
16,532,945
Eugene Hunt
86,876,391
4,290,313
287,322
16,532,945
Jerry Hunter
86,352,608
4,749,261
352,157
16,532,945
Susan Lanigan
84,372,397
6,797,630
283,999
16,532,945
George A. Makris, Jr.
86,453,443
4,729,087
271,496
16,532,945
Tom E. Purvis
87,493,730
3,667,957
292,339
16,532,945
Robert L. Shoptaw
85,162,578
5,939,104
352,344
16,532,945
Julie Stackhouse
87,996,445
3,189,562
268,019
16,532,945
Russell Teubner
87,977,352
3,176,509
300,165
16,532,945
Mindy West
86,521,435
4,651,434
281,157
16,532,945
Action
For
Against
Abstain
Broker
Non-Votes
Adoption of a non-binding resolution approving the compensation of the named executive officers
84,412,981
6,301,373
739,672
16,532,945
Action
For
Against
Abstain
Broker
Non-Votes
Ratification of the Audit Committee’s selection of FORVIS, LLP as independent auditors of the Corporation and its subsidiaries for the year ending December 31, 2024
104,622,834
3,061,375
302,762
0
Action
For
Against
Abstain
Broker
Non-Votes
Approval of the Simmons First National Corporation Second Amended and Restated 2015 Employee Stock Purchase Plan
88,426,674
2,425,406
601,946
16,532,945
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: April 26, 2024
C. Daniel Hobbs, Executive Vice President and
Chief Financial Officer
Filing details
- Company
- SIMMONS FIRST NATIONAL CORP
- Ticker
- SFNC
- CIK
- 90498
- Form type
- 8-K
- Filing date
- Apr 26, 2024
- Report date
- Apr 23, 2024
- Document
- d813409d8k.htm
- Size
- 163 KB