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) April 19, 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)

 

 

(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))

 

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 April 19, 2018, Simmons First National Corporation (“Corporation”) held its Annual Meeting of Shareholders (“Meeting”) at the Corporation’s headquarters in Pine Bluff, 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 fifteen (15), (2) election of fifteen (15) 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 BKD, LLP as independent auditors of the Company and its subsidiaries for the year ending December 31, 2018, and (5) adoption of an amendment to the Corporation’s Articles of Incorporation to increase the number of authorized shares of Class A Common Stock of the Corporation from 120,000,000 to 175,000,000.

 

At the Meeting, all fifteen (15) 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 fifteen (15)			62,643,822				99.6				204,787				0.3				55,314				0.1				15,280,386

 

Election of Directors		For				%				Withhold Authority				%				Abstain				%				Broker Non-Votes
Jay D. Burchfield			61,568,155				97.9				1,335,768				2.1												15,280,386
William E. Clark, II			62,506,552				99.4				397,371				0.6												15,280,386
Steven A. Cosse			60,588,886				96.3				2,315,037				3.7												15,280,386
Mark C. Doramus			61,695,757				98.1				1,208,167				1.9												15,280,386
Edward Drilling			62,640,783				99.6				263,140				0.4												15,280,386
Eugene Hunt			62,658,617				99.6				245,306				0.4												15,280,386
Jerry Hunter			62,311,959				99.1				591,964				0.9												15,280,386
Christopher R. Kirkland			62,512,299				99.4				391,624				0.6												15,280,386
Susan Lanigan			62,345,990				99.1				557,933				0.9												15,280,386
George A. Makris, Jr.			61,499,201				97.8				1,404,722				2.2												15,280,386
W. Scott McGeorge			60,707,615				96.5				2,196,308				3.5												15,280,386
Tom E. Purvis			62,535,387				99.4				368,536				0.6												15,280,386
Robert L. Shoptaw			61,883,205				98.4				1,020,719				1.6												15,280,386
Russell Teubner			62,628,351				99.6				275,572				0.4												15,280,386
Mindy West			62,221,708				98.9				682,215				1.1												15,280,386

 

 

 

 

Action		For				%				Against				%				Abstain				%				Broker Non-Votes
Adoption of a non-binding resolution approving the compensation of the named executive officers			52,609,980				83.6				10,005,653				15.9				288,290				0.5				15,280,386

 

Action		For				%				Against				%				Abstain				%				Broker Non-Votes
Ratification of the Audit Committee’s selection of BKD, LLP as independent auditors of the Corporation and its subsidiaries for the year ending December 31, 2018			76,185,212				97.4				1,868,023				2.4				131,074				0.2				0

 

Action		For				%				Against				%				Abstain				%				Broker Non-Votes
Amendment of the Articles of Incorporation to increase the number of authorized shares of Class A Common Stock from 120,000,000 to 175,000,000			75,422,443				96.5				2,592,437				3.3				169,429				0.2				0