SIMMONS FIRST NATIONAL CORP
For the period ended Dec 31, 2024. Filed Feb 27, 2025.
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FY2024 · Filed Feb 27, 2025
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Item 9B. Other Information
Trading Arrangements
During the three months ended December 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended)adopted, modified orterminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933).
Indemnification Agreement
On February 25, 2025, Simmons First National Corporation (“Company”) entered into an Indemnification Agreement with Christopher Van Steenberg, executive vice president and chief operating officer of the Company. The Indemnification Agreement supplements indemnification provisions already contained in the Company's Amended and Restated Articles of Incorporation (as amended) and Amended and Restated By-Laws and generally provides that the Company shall indemnify Mr. Van Steenberg to the fullest extent permitted by applicable law, subject to certain exceptions, against expenses, judgments, fines and other amounts actually and reasonably incurred in connection with his service as an officer and also provides for rights to advancement of expenses and contribution.
The description of the Indemnification Agreement set forth in this Item 9B is not complete and is qualified in its entirety by reference to the full text of the Indemnification Agreement between the Company and Mr. Van Steenberg, which is included as Exhibit 10.41 to this Annual Report on Form 10-K and is incorporated herein by reference.
Executive Change in Control Severance Agreement
On February 25, 2025, the Company and Simmons Bank entered into an Executive Change in Control Severance Agreement (“CIC Agreement”) with Christopher Van Steenberg. The CIC Agreement provides Mr. Van Steenberg with termination compensation if (1) Mr. Van Steenberg’s employment is involuntarily terminated without “cause” (as defined in the CIC Agreement) either (a) on or after the date a change in control of the Company occurs or (b) within 180 days immediately preceding the date a change in control of the Company occurs, or (2) a change in control occurs and Mr. Van Steenberg voluntarily terminates his employment within six months following a “trigger event” (as defined in the CIC Agreement). For purposes of the CIC Agreement, a “change in control” includes a change in ownership or effective control of the Company, or a change in the ownership of a substantial portion of the assets of the Company, each as defined in Treasury Regulation Section 1.409A-3(i)(5). For purposes of the CIC Agreement, “termination compensation” means two times the sum of (1) Mr. Van Steenberg’s annual base salary as of his termination date and (2) the greater of (a) the average of any annual cash incentive award paid or payable to Mr. Van Steenberg for the Company’s last two completed fiscal years prior to his employment termination or (b) Mr. Van Steenberg’s target annual cash incentive award opportunity for the year in which Mr. Van Steenberg’s employment termination occurs. In order to receive termination compensation under the CIC Agreement, Mr. Van Steenberg must also execute a release of claims. The CIC Agreement provides that Mr. Van Steenberg may elect to continue any life insurance and accidental death and dismemberment coverage, provided that Mr. Van Steenberg will be responsible for payment of any premiums on any such continued coverage elected. The CIC Agreement has a three-year term that automatically renews for additional one-year periods unless the Company elects to terminate; provided that in the event of a change in control of the Company, if the CIC Agreement is still in effect, the CIC Agreement’s term will be amended to two years beginning on the date of the change in control.
The description of the CIC Agreement set forth in this Item 9B is not complete and is qualified in its entirety by reference to the full text of the CIC Agreement for Mr. Van Steenberg, which is included as Exhibit 10.40 to this Annual Report on Form 10-K and is incorporated herein by reference.
Bank Owned Life Insurance
The Company’s bank subsidiary, Simmons Bank, maintains the Simmons Bank Endorsement Split-Dollar Life Insurance Plan (“Split-Dollar Plan”) under which, among other things, Simmons Bank maintains life insurance on the lives of certain officers and provides, subject to certain terms and conditions set forth in the Split-Dollar Plan, adefined, lump sum life insurance benefit upon the death of the officer to such officer’s designated beneficiary, surviving spouse or estate (“Benefit”). Among certain other officers, George Makris, Jr., the Company’s chairman and chief executive officer, is a participant in the Split-Dollar Plan. Effective February 25, 2025, Mr. Makris’s Benefit was increased from $2,547,000 to $3,000,000. Also effective February 25, 2025, C. Daniel Hobbs, the Company’s executive vice president and chief financial officer, and Christopher Van Steenberg, the Company’s executive vice president and chief operating officer, became participants in the Split-Dollar Plan, and their Benefits are $950,000 and $900,000, respectively.
The description of the Split-Dollar Plan set forth in this Item 9B is not complete and is qualified in its entirety by reference to the full text of the Split-Dollar Plan, which is included as Exhibit 10.16 to this Annual Report on Form 10-K and is incorporated herein by reference.
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