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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported) February 14, 2022

 

 

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On February 14, 2022, the board of directors (“Board”) of Simmons First National Corporation (“Company”) approved and adopted the Amended and Restated By-Laws of the Company (“A&R By-Laws”), effective immediately. The A&R By-Laws amend and restate the Company’s By-Laws, which were last amended on October 21, 2020. The A&R By-Laws (i) provide additional flexibility with respect to the methods by which the Company may notify shareholders and directors of meetings; (ii) remove and reserve Article II, Sections 6 and 10 (which were largely duplicative of applicable law); (iii) clarify the acceptance of electronic signatures and electronic transmissions of certain corporate documents; (iv) make general updates to conform to current Arkansas law and common practice; and (v) make certain other technical and administrative clarifications and updates.

 

The foregoing description of the A&R By-Laws does not purport to be complete and is qualified in its entirety by reference to the full text of the A&R By-Laws, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.

Description

3.1 Amended and Restated By-Laws of Simmons First National Corporation.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

 
 

 

 

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/ James M. Brogdon
Date: February 18, 2022 James M. Brogdon, Executive Vice President, Chief
  Financial Officer, and Treasurer