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) January 22, 2018

 

 

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)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Executive Deferred Compensation Agreements

 

On January 22, 2018, Simmons First National Corporation (“Corporation”) entered into a Deferred Compensation Agreement (“Casteel Agreement”), with Marty D. Casteel, the Corporation’s Senior Executive Vice President and President, Chairman, and Chief Executive Officer of the Corporation’s main subsidiary bank, Simmons Bank. The Casteel Agreement provides Mr. Casteel with a monthly benefit upon retirement of one twelfth of an amount equal to $75,000 and is payable for 10 years. The benefit vests at age 69, subject to earlier vesting upon death, disability, or change in control of the Corporation. The benefit becomes payable upon the earliest to occur of (i) Mr. Casteel’s retirement at or after age 69, (ii) his death, (iii) his disability, or (iv) his separation from service after the occurrence of a change in control of the Corporation. The benefit is subject to forfeiture if (i) Mr. Casteel ceases to be employed by the Corporation prior to his attaining age 69, other than due to his disability, his death, or following a change in control of the Company, (ii) Mr. Casteel fails to provide the post-retirement, part-time consulting services required in the plan or (iii) Mr. Casteel violates the non-competition provision while receiving payments.

 

On January 25, 2018, the Corporation entered into an amendment (“Makris Amendment”) to the Deferred Compensation Agreement dated January 2, 2013, (“Makris Agreement”) by and between the Corporation and George A. Makris, the Corporation’s Chairman and Chief Executive Officer. The Makris Amendment revises the monthly benefit payable under the Makris Agreement to one-twelfth of an amount equal to twenty percent (20%) of the Mr. Makris’s Final Average Compensation, but in no event shall the monthly benefit be less than one-twelfth of an amount equal to $100,000. “Final Average Compensation” generally means the average of the sum of the salary and cash bonus received by Mr. Makris for the last five (5) consecutive, completed calendar years of service. The Makris Amendment also states that the Compensation Committee of the Corporation’s board of directors shall administer the Makris Agreement and includes certain language intended to ensure compliance with Section 409A of the Internal Revenue Code.