SIMMONS FIRST NATIONAL CORP 8-K

What Happened
Simmons First National Corporation (SFNC) announced that at its Annual Meeting on May 13, 2026 shareholders approved the Amended and Restated Simmons First National Corporation 2023 Stock and Incentive Plan, which became effective the same day. The Board had adopted the amendment on March 12, 2026. The amended plan increases the total share pool for awards to 7,350,000 shares (an increase of 3,550,000 shares since the plan’s 2023 inception), extends the plan’s grant term to May 12, 2036 (from April 17, 2033), and adds an annual $750,000 limit on combined cash and equity compensation for non-employee directors (with exceptions for extraordinary circumstances). Outstanding awards under the plan remain subject to their original terms and the company’s clawback policies. At the same meeting shareholders also elected all fourteen directors, approved executive compensation in a non-binding vote, and ratified Forvis Mazars, LLP as independent auditors for 2026.

Key Details

• Share reserve: Amended plan increases maximum issuable common shares to 7,350,000 (up 3,550,000 shares).
• Plan term: Grants may be made under the plan through May 12, 2036; awards outstanding on that date remain in effect per their terms.
• Director pay cap: Adds an annual $750,000 combined cash/equity limit for non-employee directors (exceptions allowed in extraordinary circumstances).
• Meeting votes: Plan approval vote — 106,935,113 For, 3,670,446 Against, 428,875 Abstain, 15,779,406 Broker non‑votes; all 14 director nominees were elected by proxy.

Why It Matters
Approving the amended plan gives management and the compensation committee additional equity to grant over a longer period, which can be used to recruit, retain and incentivize employees, executives and directors. That increased share authorization can lead to dilution of existing shareholders over time, so investors should note the larger pool and monitor future equity grant activity. The new $750,000 limit for non-employee directors formalizes a cap on director pay (subject to exceptions), and the re-election of the full board and ratification of auditors indicate shareholder support for current governance and oversight.