SIMMONS FIRST NATIONAL CORPORATION 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
At the Meeting, the Corporation's shareholders approved the
The 2023 Plan replaces the
The principal purposes of the 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 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 2023 Plan. Awards under the 2023 Plan may be granted to employees, non-employee directors (including any regional or advisory directors), and consultants of the Corporation and certain of its subsidiaries, as determined by the Committee.
Unless the 2023 Plan is terminated sooner by the Board, no award will be granted
under the 2023 Plan after
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 2023 Plan is 3,800,000. 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 2023 Plan and subject to outstanding awards under the 2023 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 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 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 2023 Plan. The Committee may delegate authority under the 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 2023 Plan, whether vested or unvested, are subject to clawback as may be required under any current or 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 2023 Plan is only a summary and is qualified in its entirety by reference to the full text of the 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
At the Meeting, all seventeen 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
Broker
Action For Against Abstain Non-VotesFix the number of directors at seventeen 87,119,117 1,596,605 192,749 18,113,114
Broker
Election of Directors For Against Abstain Non-Votes
86,815,853 1,914,642 177,976 18,113,114
84,379,192 4,357,505 171,773 18,113,114
Jerry Hunter 84,626,993 4,105,085 176,392 18,113,114
Susan Lanigan 82,796,524 5,246,324 865,623 18,113,114
George A. Makris, Jr. 84,425,919 4,292,466 190,086 18,113,114
W. Scott McGeorge 84,484,442 4,251,907 172,122 18,113,114
Tom E. Purvis 85,557,522 3,175,927 175,022 18,113,114
Robert L. Shoptaw 83,137,109 5,596,795 174,567 18,113,114
Julie Stackhouse 85,395,811 3,346,379 166,281 18,113,114
Russell Teubner 85,554,359 3,184,171 169,941 18,113,114
Mindy West 84,805,176 3,945,009 158,286 18,113,114
Broker
Action For Against Abstain Non-Votes
Adoption of a non-binding 83,221,165 4,796,497 890,809 18,113,114
resolution approving the
compensation of the named
executive officers
Broker
Action 1 Year 2 Years 3 Years Abstain Non-Votes
Non-binding recommendation for 80,133,672 458,766 7,652,851 655,694 18,113,114
the frequency of non-binding
shareholder vote on the
compensation of the named
executive officers
Action Broker
For Against Abstain Non-Votes
Ratification of the Audit 104,385,127 2,037,644 598,813 0
Committee's selection of FORVIS,
LLP as independent auditors of
the Corporation and its
subsidiaries for the year ending
December 31, 2023
Broker
Action For Against Abstain Non-Votes
Approval of the Simmons First 83,487,922 4,471,042 949,507 18,113,114
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
Simmons First National Corporation 2023 Stock and Incentive Plan
10.1 (effective April 18, 2023 ).
Cover Page Interactive Data File (embedded within the Inline XBRL
104 document).© Edgar Online, source
