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    SEC Form 8-K filed by Simmons First National Corporation

    5/8/25 4:30:19 PM ET
    $SFNC
    Major Banks
    Finance
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    8-K
    SIMMONS FIRST NATIONAL CORP false 0000090498 0000090498 2025-05-07 2025-05-07
     
     

    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 7, 2025

     

     

    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 May 7, 2025, 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; and (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, 2025.

    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   107,386,935   690,992   321,259   0

    Election of Directors

     

    For

     

    Against

     

    Abstain

     

    Broker

    Non-Votes

    Marty D. Casteel   89,383,703   1,400,905   128,585   17,485,993
    William E. Clark, II   88,174,595   2,620,094   118,504   17,485,993
    Steven A. Cosse   82,038,500   8,746,801   127,892   17,485,993
    Mark C. Doramus   88,238,767   2,553,267   121,159   17,485,993
    Edward Drilling   86,806,748   3,980,953   125,492   17,485,993
    Eugene Hunt   88,148,945   2,645,336   118,912   17,485,993
    Jerry Hunter   89,337,646   1,453,676   121,871   17,485,993
    Susan Lanigan   87,811,190   2,951,081   150,922   17,485,993
    George A. Makris, Jr.   86,340,191   4,451,632   121,370   17,485,993
    Tom E. Purvis   87,696,763   3,095,259   121,171   17,485,993
    Robert L. Shoptaw   86,437,259   4,356,229   118,670   17,485,993
    Julie Stackhouse   89,419,762   1,374,052   119,379   17,485,993
    Russell Teubner   89,440,177   1,353,599   119,417   17,485,993
    Mindy West   89,353,087   1,440,012   120,094   17,485,993

    Action

     

    For

     

    Against

     

    Abstain

     

    Broker

    Non-Votes

    Adoption of a non-binding resolution approving the compensation of the named executive officers   88,021,550   2,438,931   452,711   17,485,993

    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, 2025   104,700,182   3,616,187   82,816   0


    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 8, 2025      

    C. Daniel Hobbs, Executive Vice President and

    Chief Financial Officer

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