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Simmons First (NASDAQ: SFNC) OKs larger 2023 stock plan and elects full 14-member board

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8-K

Rhea-AI Filing Summary

Simmons First National Corporation reported results from its Annual Meeting of Shareholders and the approval of an updated long-term incentive plan. Shareholders approved the Amended and Restated 2023 Stock and Incentive Plan, which raises the total shares available under the plan since inception to 7,350,000, an increase of 3,550,000 shares, and extends the term for granting awards to May 12, 2036. The plan also adds an annual $750,000 cap on combined cash and equity compensation for non-employee directors, with limited exceptions, and keeps all previously granted awards in place. Shareholders fixed the board size at fourteen directors, elected all fourteen nominees, approved on an advisory basis the compensation of named executive officers, and ratified Forvis Mazars, LLP as independent auditors for the year ending December 31, 2026.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Plan share authorization 7,350,000 shares Maximum common shares issuable under Amended and Restated 2023 Plan since April 18, 2023
Increase in plan shares 3,550,000 shares Additional shares added versus original 2023 Stock and Incentive Plan
Non-employee director comp cap $750,000 per year Annual limit on combined cash and equity compensation under amended plan
Plan grant term end May 12, 2036 Last date to grant awards under Amended and Restated 2023 Plan
Votes for stock plan approval 106,935,113 votes For votes on approval of Amended and Restated 2023 Stock and Incentive Plan
Auditor ratification votes for 121,341,116 votes For votes ratifying Forvis Mazars, LLP as 2026 auditor
Board size fixed 14 directors Shareholder-approved number of directors on the board
Say-on-pay votes for 99,152,664 votes For votes on non-binding resolution approving named executive officer compensation
Amended and Restated 2023 Stock and Incentive Plan financial
"shareholders approved the Amended and Restated Simmons First National Corporation 2023 Stock and Incentive Plan"
non-binding resolution regulatory
"adoption of a non-binding resolution approving the compensation of the named executive officers"
broker non-votes regulatory
"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"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
stock appreciation rights financial
"The Amended and Restated 2023 Plan provides for the grant of stock options, stock appreciation rights, restricted stock awards"
Stock appreciation rights (SARs) are a form of employee compensation that give the holder the right to receive the increase in a company's stock price over a set baseline, paid in cash or shares, without having to buy the stock. For investors, SARs matter because they can create future cash outflows or share dilution and signal how a company rewards and motivates executives — similar to giving a bonus tied directly to how well the company’s stock performs.
clawback regulatory
"All awards granted under the Amended and Restated 2023 Plan, whether vested or unvested, are subject to clawback"
A clawback is a contractual or legal right to recover money that was already paid out—often executive bonuses, incentives, or erroneous payments—when certain conditions change, such as fraud, accounting mistakes, or failure to meet performance targets. It matters to investors because clawbacks protect shareholder value by discouraging risky or misleading behavior, can affect future cash flow and executive incentives, and signal stronger governance, much like a store recalling a refund after discovering it was issued in error.
Understanding 8-K Material Events →
SIMMONS FIRST NATIONAL CORP false 0000090498 0000090498 2026-05-13 2026-05-13
 
 

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) May 13, 2026

 

 

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 5.02

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
No.

   

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

Source: View Original Filing on SEC EDGAR

FAQ

What did Simmons First National Corporation (SFNC) shareholders approve at the 2026 annual meeting?

Shareholders approved all proposals, including fixing the board at fourteen directors, electing all director nominees, ratifying Forvis Mazars, LLP as auditor for 2026, and adopting the Amended and Restated 2023 Stock and Incentive Plan with expanded share capacity and an extended term.

How many shares are authorized under SFNC’s Amended and Restated 2023 Stock and Incentive Plan?

The Amended and Restated 2023 Stock and Incentive Plan allows up to 7,350,000 shares of common stock to be issued since inception on April 18, 2023. This represents an increase of 3,550,000 shares compared with the original 2023 plan’s share authorization.

What new compensation limit for non-employee directors did SFNC adopt in the 2023 plan?

The amended plan introduces an annual $750,000 limit on combined cash and equity compensation for non-employee directors. This cap applies each year but may be exceeded in extraordinary circumstances, as described in the plan’s terms approved by shareholders on May 13, 2026.

Until when can awards be granted under SFNC’s Amended and Restated 2023 Plan?

Awards may be granted under the Amended and Restated 2023 Stock and Incentive Plan until May 12, 2036, unless the board terminates the plan earlier. Any awards still outstanding on that date will continue according to their existing terms and conditions.

How did SFNC shareholders vote on the amended 2023 Stock and Incentive Plan?

Shareholders cast 106,935,113 votes for, 3,670,446 votes against, and 428,875 abstentions on the Amended and Restated 2023 Stock and Incentive Plan, with 15,779,406 broker non-votes. The proposal received sufficient support to be approved at the annual meeting.

Which auditor did SFNC shareholders ratify for the year ending December 31, 2026?

Shareholders ratified the selection of Forvis Mazars, LLP as independent auditors for Simmons First National Corporation and its subsidiaries for the year ending December 31, 2026, with 121,341,116 votes for, 5,308,580 against, and 164,144 abstentions recorded.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

Other Documents