Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
On October 21, 2020, the Board of Directors ("Board") of Simmons First National
Corporation ("Corporation") approved an amendment to Article IV, Section 1 of
the Corporation's bylaws ("Bylaws") to update the independence requirements for
directors serving on the standing committees of the Corporation. Under Article
IV, Section 1 of the Bylaws, as amended, all standing committees, except the
Executive Committee and the Risk Committee, shall consist of independent
directors. Previously, the Bylaws indicated that all standing committees except
the Executive Committee should consist of independent directors.
The aforementioned amendment to the Bylaws is effective October 21, 2020. The
full text of the Bylaws, as amended, is attached hereto as Exhibit 3.1 and
incorporated herein by reference. This description of the amendment is qualified
in its entirety by reference to the text thereof.
Item 8.01. Other Events.
On October 22, 2020, the Corporation announced the resumption of its previously
authorized stock repurchase program ("Program"). The Program, which was
originally authorized by the Board in October 2019 and amended by the Board in
March 2020, allows for the repurchase of up to $180 million of the Corporation's
Class A common stock ("Common Stock"). The Corporation has not made any
repurchases under the Program since March 31, 2020. As of October 22, 2020, the
Corporation has repurchased Common Stock with an aggregate purchase price of
$103,435,703, leaving $76,564,297 available for Common Stock repurchases under
the Program. The timing, pricing, and amount of any repurchases under the
Program will be determined by the Corporation's management at its discretion
based on a variety of factors, including, but not limited to, trading volume and
market price of the Common Stock, corporate considerations, the Corporation's
working capital and investment requirements, general market and economic
conditions, and legal requirements. The Program does not obligate the
Corporation to repurchase any Common Stock and may be modified, discontinued, or
suspended at any time without prior notice. The Program will terminate on
October 31, 2021 (unless terminated sooner). A copy of the press release issued
by the Corporation announcing the resumption of the Program is attached as
Exhibit 99.1 and incorporated herein by reference.
Certain statements in this Current Report on Form 8-K may not be based on
historical facts and should be considered "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements may be identified by reference to future periods or
by the use of forward-looking terminology, such as "believe," "budget,"
"expect," "foresee," "anticipate," "intend," "indicate," "target," "estimate,"
"plan," "project," "continue," "contemplate," "positions," "prospects,"
"predict," or "potential," by future conditional verbs such as "will," "would,"
"should," "could," "might" or "may," or by variations of such words or by
similar expressions. These forward-looking statements include, without
limitation, statements relating to the Corporation's future growth,
profitability, and stock repurchase program. Any forward-looking statement
speaks only as of the date of this Current Report on Form 8-K, and the
Corporation undertakes no obligation to update these forward-looking statements
to reflect events or circumstances that occur after the date hereof. By nature,
forward-looking statements are based on various assumptions and involve inherent
risk and uncertainties. Various factors, including, but not limited to, changes
in economic conditions, credit quality, interest rates, loan demand, deposit
flows, the assumptions used in making the forward-looking statements, the
securities markets generally and the price of the Corporation's Common Stock
specifically, could cause actual results to differ materially from those
contemplated by the forward-looking statements. Additional factors are included
in the Corporation's Form 10-K for the year ended December 31, 2019, and the
Corporation's Form 10-Q for the quarter ended June 30, 2020, which have been
filed with, and are available from, the U.S. Securities and Exchange Commission.
Item 9.01. Financial Statements and Exhibits.
Exhibit 3.1 By-Laws of Simmons First National Corporation, as amended
effective October 21, 2020.
Exhibit 99.1 Press Release dated October 22, 2020.
Exhibit 104 Cover Page Interactive Data File (embedded within the
Inline XBRL document).
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