SIMMONS FIRST NATIONAL CORPORATION (NASDAQ:SFNC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On May 24, 2017, the board of directors (Board) of Simmons First
National Corporation (Corporation) approved an increase in the
size of the Board from 13 to 14 members and the appointment of
Susan Lanigan as a director of the Corporation.
Ms. Lanigan has served as Executive Vice President and General
Counsel of Chicos FAS, Inc. since May 2016. She previously served
as Executive Vice President, General Counsel, and Secretary of
Dollar General Corporation, as well as Senior Vice President,
General Counsel, and Secretary of Zale Corporation. Ms. Lanigan
currently chairs the Tennessee Education Lottery Commission and
is a member of the board of directors of Kirklands, Inc. She is a
graduate of the University of Georgia and the University of
Georgia School of Law.
Item 5.03 Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.
On May 24, 2017, the Board approved and adopted a new Article II,
Section 12 of the Corporations bylaws (Bylaws), which sets forth
the exclusive circumstances under which business (including,
without limitation, the nomination of persons to serve as
directors) may be properly brought before an annual or special
meeting of the shareholders.
Under new Article II, Section 12 of the Bylaws, business
(including, without limitation, the nomination of persons to
serve as directors) is properly brought before an annual meeting
of the shareholders only if it is (a) specified in the
Corporations notice of meeting, (b) brought before the meeting by
or at the direction of the Board, or (c) brought by a shareholder
who is entitled to vote on such business and who, among other
things, provides written notice to the Secretary of the
Corporation between 90 and 120 days before the anniversary of the
prior years annual meeting of the shareholders; provided,
however, that if the annual meeting of the shareholders is more
than 30 days before or after such anniversary date, or if the
Corporation did not hold an annual meeting of the shareholders in
the prior year, the shareholder must provide written notice to
the Secretary of the Corporation no later than either 90 days
before the date of the annual meeting of the shareholders or 10
days after the Corporation publicly announces such date,
whichever is later. The shareholders notice must comply with the
requirements of Article II, Section 12 of the Bylaws.
At a special meeting of the shareholders, only such business as
is specified in the Corporations notice of meeting shall be
properly before the meeting. If the notice of meeting includes
the election of directors as business to be conducted, then
nominations of persons to so serve may be made by the Board or by
a shareholder who is entitled to vote on such business and who,
among other things, provides written notice to the Secretary of
the Corporation no later than 10 days after the Corporation
publicly announces the date of the special meeting of the
shareholders. The shareholders notice must comply with the
requirements of Article II, Section 12 of the Bylaws.
A shareholder will be deemed to have satisfied the
above-described notice requirements if the shareholder submits
proposed business in compliance with the requirements of the
Securities Exchange Act of 1934 and the rules and regulations
thereunder and if the Corporation includes the shareholders
proposal in its proxy statement. In addition, Article II, Section
12 of the Bylaws requires a shareholder or its qualified
representative to appear at the annual or special meeting of the
shareholders to present its nomination or other proposed
business.
The amendment to the Bylaws is effective May 24, 2017. The text
of Article II, Section 12 of the Bylaws is attached hereto as
Exhibit 3.1 and incorporated herein by reference. This
description of the amendment is qualified in its entirety by
reference to the text thereof.
Item 8.01 Other Events.
On May 26, 2017, the Corporation issued a press release
announcing the appointment of Ms. Lanigan to the Board. A copy of
the press release is attached as Exhibit 99.1 and incorporated
herein by reference.
Item 9.01Financial Statements and Exhibits.
| Exhibit 3.1 |
Article II, Section 12 of the By-Laws of Simmons First National Corporation, effective May 24, 2017. |
| Exhibit 99.1 | Press Release issued by the Corporation on May 26, 2017. |
About SIMMONS FIRST NATIONAL CORPORATION (NASDAQ:SFNC)
Simmons First National Corporation is a financial holding company. The Company’s subsidiary bank is Simmons First National Bank (Simmons Bank), a national bank. Simmons Bank and its subsidiaries provide banking services to individuals and businesses across the market areas they serve. Simmons Bank offers consumer, real estate and commercial loans, checking, savings and time deposits. It also offers a range of products and services, including credit cards, trust services, investments, agricultural finance lending, equipment lending, insurance, consumer finance and small business administration (SBA) lending. The Company conducts its banking operations through approximately 150 branches or financial centers, located in communities throughout Arkansas, Missouri, and Kansas. Its loan portfolios were loans to businesses (commercial loans, commercial real estate loans and agricultural loans) and individuals (consumer loans, credit card loans and single-family residential real estate loans). SIMMONS FIRST NATIONAL CORPORATION (NASDAQ:SFNC) Recent Trading Information
SIMMONS FIRST NATIONAL CORPORATION (NASDAQ:SFNC) closed its last trading session 00.00 at 51.15 with 182,722 shares trading hands.