8-KThe WireRoutine
Shareholder Vote
Filed May 21, 2021 · 5y ago · Accession 0001171843-21-003704
Plain English
Material event — a significant development the company must disclose promptly.
Read the source below for the full document.
Filing text
View original ↗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 20, 2021
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 20, 2021, 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 sixteen, (2) election of sixteen
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 Corporation
and its subsidiaries for the year ending December 31, 2021, (5) revision of outdated information in the Corporation’s Amended
and Restated Articles of Incorporation, and (6) inclusion of provisions in the Corporation’s Amended and Restated Articles
of Incorporation to provide for majority voting in uncontested elections of directors.
At the Meeting, all sixteen 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 sixteen
82,756,497
97.87
1,651,898
1.95
153,431
0.18
11,667,253
Election of Directors
For
%
Against
%
Abstain
%
Broker
Non-Votes
Jay D. Burchfield
83,888,028
99.20
520,770
0.62
153,028
0.18
11,667,253
Marty D. Casteel
83,581,122
98.84
840,194
0.99
140,510
0.17
11,667,253
William E. Clark, II
78,609,167
92.96
5,808,802
6.87
143,858
0.17
11,667,253
Steven A. Cosse
82,573,614
97.64
1,847,707
2.19
140,505
0.17
11,667,253
Mark C. Doramus
83,605,324
98.87
809,762
0.96
146,741
0.17
11,667,253
Edward Drilling
83,172,521
98.36
1,235,804
1.46
153,502
0.18
11,667,253
Eugene Hunt
83,418,051
98.65
1,000,866
1.18
142,910
0.17
11,667,253
Jerry Hunter
83,425,646
98.65
987,151
1.17
149,030
0.18
11,667,253
Susan Lanigan
83,082,160
98.25
1,331,666
1.57
148,002
0.18
11,667,253
George A. Makris, Jr.
81,783,450
96.71
2,634,130
3.12
144,246
0.17
11,667,253
W. Scott McGeorge
83,035,083
98.20
1,387,644
1.64
139,100
0.16
11,667,253
Tom E. Purvis
84,072,923
99.42
340,067
0.40
148,836
0.18
11,667,253
Robert L. Shoptaw
82,566,650
97.64
1,852,072
2.19
143,104
0.17
11,667,253
Julie Stackhouse
84,187,522
99.55
224,892
0.27
149,413
0.18
11,667,253
Russell Teubner
84,176,751
99.54
234,451
0.28
150,626
0.18
11,667,253
Mindy West
83,606,602
98.87
715,433
0.85
239,792
0.28
11,667,253
Action
For
%
Against
%
Abstain
%
Broker
Non-Votes
Adoption of a non-binding resolution approving the compensation of the named executive officers
82,712,717
97.82
1,373,808
1.62
475,301
0.56
11,667,253
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, 2021
94,694,139
98.41
1,378,285
1.43
156,657
0.16
0
Action
For
%
Against
%
Abstain
%
Broker
Non-Votes
Revision of outdated information in the Corporation’s Amended and Restated Articles
of Incorporation
84,257,228
99.64
84,896
0.10
219,703
0.26
11,667,253
Action
For
%
Against
%
Abstain
%
Broker
Non-Votes
Inclusion of provisions in the Corporation’s Amended and Restated
Articles of Incorporation to provide for majority voting in uncontested elections of directors
83,950,033
99.27
377,565
0.45
234,229
0.28
11,667,253
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/ Robert A. Fehlman
Date: May 21, 2021
Robert A. Fehlman, President and Chief Operating Officer
Filing details
- Company
- SIMMONS FIRST NATIONAL CORP
- Ticker
- SFNC
- CIK
- 90498
- Form type
- 8-K
- Filing date
- May 21, 2021
- Report date
- May 20, 2021
- Document
- f8k_052121.htm
- Size
- 220 KB