DEF: Simmons First National Corp. Schedules 2026 Annual Shareholder Meeting

Simmons First National Corporation has announced its 2026 Annual Meeting of Shareholders, set for May 13, 2026, to vote on director elections, executive compensation, and stock plan amendments.

Summary

• Simmons First National Corporation (SFNC) will hold its Annual Meeting of Shareholders on May 13, 2026, at 8:00 AM Central Time in Little Rock, Arkansas.
• Key proposals include fixing the number of directors at 14, electing 14 directors, an advisory vote on executive compensation, ratification of Forvis Mazars, LLP as independent auditors, and approval of the Amended and Restated 2023 Stock and Incentive Plan.
• Shareholders of record as of March 11, 2026, are entitled to vote.
• The filing details the nominees for the Board of Directors, highlighting their skills and experience.
• It also provides extensive information on executive compensation, including base salary, incentives, equity awards, and benefits, along with director compensation.
• The company is seeking shareholder approval to amend and restate its 2023 Stock and Incentive Plan, which includes increasing the number of authorized shares and extending the plan's term.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as neutral to slightly positive, reflecting standard corporate governance and compensation practices. While the zero payout on 2023 PSUs is a negative, the company's proactive approach to plan amendments and board structure suggests a focus on long-term stability and shareholder alignment.

Positives

• The company has a strong board with diverse skills and experience, with 12 out of 14 directors being independent.
• The board leadership structure has been separated into Chairman and CEO roles for improved governance.
• The company maintains robust codes of ethics and an insider trading policy.
• Executive compensation is strongly tied to company performance, with a significant portion in incentive-based pay.
• The company has a clawback policy for incentive compensation in case of accounting restatements.
• The Amended and Restated 2023 Stock and Incentive Plan includes several sound governance features such as no evergreen provision, no discounted stock options, and no liberal share recycling.

Negatives

• The company's 2023 Performance Share Units (PSUs) resulted in a 0% payout due to underperformance against both tangible book value per share growth and total shareholder return metrics.
• As of December 31, 2025, relative performance on both TBV growth and TSR for 2024 and 2025 PSU grants was tracking below the threshold level.

Risks

• The company's ability to attract, retain, and motivate talent may be adversely impacted if the Amended and Restated 2023 Stock and Incentive Plan is not approved, potentially requiring compensation alternatives.
• Forward-looking statements are subject to numerous risks and uncertainties, including economic conditions, changes in interest rates, regulatory changes, competition, and cybersecurity threats.

Future Outlook

The company's future outlook is tied to the successful implementation of its strategic plans, including the continued use of equity-based compensation to attract and retain talent. The Amended and Restated 2023 Stock and Incentive Plan is expected to support these efforts for approximately three to four years.

Management Comments

• The Board believes that the separation of the Chairman and Chief Executive Officer roles at this time promotes a variety of significant goals, including, among others, continuity and independence of board leadership, enhanced focus on strategic business initiatives, and effective succession planning.
• The Company believes that equity-based compensation has significantly contributed to the Company's growth and success and is expected to continue to do so in the future.
• The Company believes that the Amended and Restated 2023 Stock and Incentive Plan provides flexibility to develop and deliver incentive programs that are competitive, that attract and retain key talent, and that meet current and evolving compensation practices.

Industry Context

StockSavvy.ai notes that Simmons First National Corporation's proxy statement reflects standard practices in the banking industry regarding board composition, executive compensation, and equity incentive plans. The focus on performance-based compensation and robust governance structures aligns with industry trends aimed at enhancing shareholder value and accountability.

Comparison to Industry Standards

• The company's executive compensation targets are generally aligned with the median of its peer group of 17 banking organizations with a median asset size of approximately $27.3 billion.
• The use of restricted stock units (RSUs) and performance share units (PSUs) as key components of long-term incentive compensation is a common practice among financial institutions.
• The company's commitment to independent directors and audit, compensation, and nominating/corporate governance committees aligns with best practices for corporate governance in the financial sector.

Management Changes

Corporate Governance

Related Party Transactions

• An immediate family member of George A. Makris, Jr. (former Chairman and CEO) is employed by the Company; his son, George A. Makris III, served as Executive Vice President, General Counsel, and Secretary in 2025.
• The Company paid Stephens Inc. $7,045,131 in underwriting discounts and commissions for investment banking services in 2025.
• The Company and Simmons Bank paid Stephens Insurance, LLC $4,854,833 in insurance premiums and commissions in 2025.
• Simmons Bank maintained securities brokerage accounts with Stephens Inc., generating $100,267 in gross commissions for Stephens Inc. in 2025.
• Mark C. Doramus, a director, is the Chief Financial Officer of Stephens Inc.

Stakeholder Impact

• Shareholders are being asked to approve amendments to the stock and incentive plan, which could affect future equity awards and potential dilution.
• Employees, including executive officers, are eligible for various compensation and benefit programs, including the proposed Amended and Restated 2023 Stock and Incentive Plan.
• Directors' compensation includes retainers and equity awards, with proposed changes to the annual equity retainer and a new limit on total director compensation.

Next Steps

• Shareholders to vote on the proposals at the Annual Meeting on May 13, 2026.
• The company will continue to administer its executive compensation and equity incentive plans based on shareholder approval and market practices.

Key Dates

Recommendation

The filing is a routine proxy statement for an annual meeting, outlining standard corporate governance and compensation practices. While the company has a strong board and performance-aligned compensation, the zero payout on 2023 PSUs indicates performance challenges in specific areas. The proposed stock plan amendment is necessary for competitiveness but could increase dilution. Overall, the information presented does not suggest a significant catalyst for a buy or sell decision at this time, warranting a hold.

Keywords

Simmons First National Corporation, SFNC, Proxy Statement, Annual Meeting, Director Election, Executive Compensation, Stock Incentive Plan, Corporate Governance, Audit Committee, Independent Auditors