SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
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(Amendment No. )
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SIMMONS FIRST NATIONAL CORPORATION
(Name of Registrant as Specified in Its Charter)
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SIMMONS FIRST NATIONAL CORPORATION
Dear Shareholder:
For the fifth consecutive year, it is our great pleasure to enclose an Annual
Report for your Corporation, which reflects the finest financial results in its
history. During 1994, our talented and dedicated associates did another
outstanding job, in continuing the Corporation's move to higher levels of
performance and service to our customers and the communities we serve across
the state. We hope you will find the reading of this report another pleasant
experience.
Our Annual Shareholders' Meeting will be held the evening of Tuesday, April 25,
1995, at the Pine Bluff Convention Center. You and your spouse, or friend, are
cordially invited to join us for dinner, which will be served at 6:30 p.m. The
business meeting will follow at 7:45 p.m.
Your dinner reservation form is included on your proxy, which is also enclosed
with your proxy statement and a return envelope for your convenience. PLEASE
READ THE STATEMENT AND RETURN YOUR PROXY AND DINNER RESERVATION AS PROMPTLY AS
POSSIBLE.
You will note in the enclosed material that we have three changes in our slate
of recommended Directors this year. Regrettably, one of our very talented and
highly valued Directors, Mr. Paul Henson, because of an extremely pressing
business schedule this year, has informed us of his decision not to stand for
reelection. We have reluctantly concurred, but he has agreed to let us retain
his expertise when his schedule permits, by electing him to the position of
Advisory Director following the Annual Meeting.
Then, as the next step in our Corporate restructuring program, we are
recommending the return of two former Directors to the Corporation Board,
Messrs. Lara F. Hutt, III, and Henry F. Trotter, Jr. Both previously served
with distinction for several years as Corporation Directors, and resigned to
devote their full attention to their responsibilities as Directors of our
flagship bank. We are delighted that they have agreed to return, and we
wholeheartedly recommend their election.
We thank you again for your support, and we look forward to seeing you on
April 25.
Sincerely,
/s/ W. E. Ayres /s/ J. Thomas May
W. E. Ayres J. Thomas May
Chairman President
NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS OF SIMMONS FIRST NATIONAL CORPORATION:
NOTICE IS HEREBY GIVEN that the annual meeting of the shareholders of
Simmons First National Corporation will be held at the Banquet Hall of the
Pine Bluff Convention Center, Pine Bluff, Arkansas, at 7:45 P.M., on Tuesday,
April 25, 1995 for the following purposes:
1. To fix at 9 the number of directors to be elected at the meeting;
2. To elect 9 persons as directors to serve until the next annual
shareholders' meeting and until their successors have been duly elected
and qualified;
3. To transact such other business as may properly come before the meeting or
any adjournment or adjournments thereof;
Only shareholders of record at the close of business on March 1, 1995,
will be entitled to vote at the meeting.
BY ORDER OF THE BOARD OF DIRECTORS:
/s/ John L. Rush
John L. Rush, Secretary
Pine Bluff, Arkansas
March 24, 1995
ANNUAL MEETING OF SHAREHOLDERS
SIMMONS FIRST NATIONAL CORPORATION
P. O. BOX 7009
PINE BLUFF, ARKANSAS 71611
PROXY STATEMENT
MEETING TO BE HELD ON APRIL 25, 1995
PROXY AND PROXY STATEMENT FURNISHED ON OR ABOUT MARCH 24, 1995
The enclosed proxy is solicited on behalf of the Board of Directors of
Simmons First National Corporation (the "Company") for use at the annual
meeting of the shareholders of the Company to be held on Tuesday, April 25,
1995 at 7:45 p.m., at the Banquet Hall of the Pine Bluff Convention Center,
Pine Bluff, Arkansas, or at any adjournment or adjournments thereof. When such
proxy is properly executed and returned, the shares represented by it will be
voted at the meeting in accordance with any directions noted thereon, or if no
direction is indicated, will be voted in favor of the proposals set forth in
the notice attached hereto.
REVOCABILITY OF PROXY
Any shareholder giving a proxy has the power to revoke it at any time
before it is voted.
COSTS AND METHOD OF SOLICITATION
The costs of soliciting proxies will be borne by the Company. In addition
to the use of the mails, solicitation may be made by employees of the Company
by telephone, telegraph and personal interview. These persons will receive no
compensation other than their regular salaries, but they will be reimbursed by
the Company for their actual expenses incurred in such solicitations.
VOTING SECURITIES AND PRINCIPAL HOLDERS
General
At the meeting, holders of the $5.00 par value Class A common stock (the
"Common Stock") of the Company will be entitled to one vote, in person or by
proxy, for each share of the Common Stock owned of record, as of the close of
business on March 1, 1995. On that date, the Company had outstanding 3,677,378
shares of the Common Stock, the only class of stock of the Company outstanding;
500,101 of such shares were held by the Trust and Investment Management Group
of Simmons First National Bank (the "Bank") in a fiduciary capacity, of which
60,568 shares will not be voted at the meeting. Accordingly, 3,616,810 shares
will be deemed outstanding and entitled to vote at the meeting.
At the meeting, each stockholder will be entitled to one vote, in person
or by proxy, for each share of Common Stock held of record at the close of
business on March 1, 1995. With respect to each proposal subject to a
stockholder vote, other than the election of directors, approval requires that
the votes cast for the proposal exceed the votes cast against it.
Method of Voting
All actions requiring a vote of the shareholders must be taken at a
meeting of the shareholders in which a quorum is present in person or by proxy.
A quorum consists of a majority of the outstanding shares entitled to vote upon
a matter. An affirmative vote of a majority of the votes present, in person
or by proxy, is required to pass each of the items listed on the Proxy to be
voted upon, except for the election of directors. The election of directors
will be approved, if each director nominee receives a plurality of the votes
cast. All proxies submitted will be tabulated by the Bank.
With respect to the election of directors, a shareholder may withhold
authority to vote for all nominees by checking the box "withhold authority for
all nominees" on the enclosed proxy or may withhold authority to vote for any
nominee or nominees by checking the box "withhold authority for certain
nominees" and lining through the name of such nominee or nominees for whom the
authority to vote is withheld as it appears on the enclosed proxy. The enclosed
proxy also provides a method for shareholders to abstain from voting on each
other matter presented. By abstaining, shares will not be voted either for or
against the subject proposals, but will be counted for quorum purposes. While
there may be instances in which a shareholder may wish to abstain from voting
on any particular matter, the Board of Directors encourages all shareholders
to vote their shares in their best judgment and to participate in the voting
process to the fullest extent possible.
An abstention or a broker non-vote, (i.e., when a shareholder does not
grant his or her broker authority to vote his or her shares on non-routine
matters) will have no effect on any item to be voted upon by the shareholders.
Discretionary Authority
In the event a shareholder executes the proxy but does not mark the ballot
to vote (or abstain) on any one or more of the proposals, the proxy solicited
hereby confers discretionary authority to the named proxies to vote in their
sole discretion with respect to such proposals. Further, if any matter, other
than the matters shown on the proxy, is properly presented at the meeting which
may be acted upon without special notice under Arkansas law, the proxy
solicited hereby confers discretionary authority to the named proxies to vote
in their sole discretion with respect to such matters, as well as other matters
incident to the conduct of the meeting. On the date of the mailing of this
Proxy Statement, the Board of Directors has no knowledge of any such other
matter which will come before the meeting.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth all persons known to management who own
beneficially or of record, more than 5% of the outstanding Common Stock, the
number of shares owned by the named Executive Officers in the Summary
Compensation Table and by all Directors and Executive Officers as a group.
<TABLE>
<CAPTION>
Name and Address of Shares Owned Percent
Beneficial Owner Beneficially<F1> of Class
------------------- ---------------- -----------
<S> <C> <C>
Simmons First National
Corporation Employee
Stock Ownership Trust 336,017<F2> 9.01%
501 Main Street
Pine Bluff, Arkansas 71601
Sife Trust Fund
490 North Wiget Lane 204,000 5.47%
Walnut Creek, CA 94598
W. E. Ayres<F3> 44,589 1.20%
Barry L. Crow<F4> 11,018 *
J. Thomas May<F5> 20,751 *
John L. Rush<F6> 10,354 *
Donald W. Stone<F7> 62,612 1.68%
All directors and officers 262,826 7.05%
as a group of 11 persons
-----------------------
* The shares beneficially owned represent less than 1% of the outstanding
common shares.
<FN>
1 Under the applicable rules, "beneficial ownership" of a security means,
directly or indirectly, through any contract, relationship, arrangement,
undertaking or otherwise, having or sharing voting power, which includes the
power to vote or to direct the voting of such security, or investment power,
which includes the power to dispose of or to direct the disposition of such
security. Unless otherwise indicated, each beneficial owner named has sole
voting and investment power with respect to the shares identified.
2 The Simmons First National Corporation Employee Stock Ownership Plan
("ESOP") purchases, holds and disposes of shares of the Company's stock
pursuant to a Plan under the terms of which the trustees of the Trust determine
when, how many and upon what terms to purchase or dispose of such shares, other
than by distribution under the Plan. Shares held by the Trust may be voted only
in accordance with the written instructions of the beneficiaries of the Trust,
who are all employees of the Company and its subsidiaries.
3 Mr. Ayres owned of record 20,126 shares; 404 shares were owned jointly
with his wife; 5,672 shares were owned by his wife; 9,387 shares were held in
his fully vested account in the ESOP and 9,000 shares were deemed held through
exercisable incentive stock options.
4 Mr. Crow owned of record 2,132 shares; 5,486 shares were held in his
fully vested account in the ESOP and 3,400 shares were deemed held through
exercisable incentive stock options.
5 Mr. May owned of record 7,404 shares; 640 shares were owned by his
children; 2,707 shares were held in his account in the ESOP; and 10,000 shares
were deemed held through exercisable incentive stock options.
6 Mr. Rush owned of record 2,248 shares; 4,706 shares were held in his
fully vested account in the ESOP and 3,400 shares were deemed held through
exercisable incentive stock options.
7 Mr. Stone owned of record 3,456 shares; 26,068 shares were owned
jointly with his mother; 22,618 shares were owned by his wife; 6,746 shares
were held in his fully vested account in the ESOP; 1,542 shares were owned by
trusts for his children in which Mr. Stone, as trustee, shares the power of
disposition and voting; and 2,400 shares were deemed held through exercisable
incentive stock options.
</TABLE>
ELECTION OF DIRECTORS
The Board of Directors of the Company recommends that the number of
directors to be elected at the meeting be fixed at 9 and that the persons named
below be elected as such directors, to serve until the next annual meeting of
the shareholders and until their successors are duly elected and qualified.
Each of the persons named below, except Mr. Hutt and Mr. Trotter, is presently
serving as a director of the Company for a term which ends on April 25, 1995 or
such other date upon which a successor is duly elected and qualified. Mr. Hutt
and Mr. Trotter presently serve on the Board of the Bank and previously served
as directors of the Company until an internal reorganization of the Company in
1992.
The proxies hereby solicited will be voted for the election of the
nominees shown below, unless otherwise designated in the proxy. If at the
time of the meeting any of the nominees should be unable or unwilling to serve,
the discretionary authority granted in the proxy will be exercised to vote for
the election of a substitute or substitutes. Management has no reason to
believe that any substitute nominee or nominees will be required.
The table below sets forth the name, age, principal occupation or
employment during the last five years, prior service as a director of the
Company, the number of shares and percentage of the outstanding Common Stock
beneficially owned, with respect to each director and nominee proposed, as
reported by each nominee:
<TABLE>
<CAPTION>
Director Shares Owned Percent
Name Age Principal Occupation<F1> Since Beneficially<F2> of Class
---- ---- ------------------------ ---------- ---------------- --------
<S> <C> <C> <C> <C> <C>
W. E. Ayres 64 Chairman of the 1977 44,589<F3> 1.20%
Company and the Bank
Ben V. Floriani 52 Chairman and Chief 1988 9,917<F4> *
Executive Officer,
Simmons First Bank
of Lake Village
C. Ramon Greenwood 67 President, Wave 9 1991 11,138<F5> *
Enterprises, Inc.
(management consultant)
Lara F. Hutt, III 59 President, Hutt Nominee<F6> 24,386<F7> *
Building Materials
Company, Inc.
J. Thomas May 48 President and Chief 1987 20,751<F7> *
Executive Officer of
the Company and the Bank
David R. Perdue 60 Vice President, 1976 11,168 *
JDR, Inc. (Investments)
Harry L. Ryburn 59 Orthodontist 1976 41,208<F9> 1.11%
Donald W. Stone 64 Chairman, Simmons 1977 62,612<F10> 1.68%
First Bank of Jonesboro
Henry F. Trotter, Jr. 57 President, Trotter Nominee<F11> 15,235<F12> *
Ford, Inc.
-------------------
* The shares beneficially owned represent less than 1% of the outstanding
common shares.
1 All persons have been engaged in the occupation listed for at least
five years.
2 Under the applicable rules, "beneficial ownership" of a security means,
directly or indirectly, through any contract, relationship, arrangement,
undertaking or otherwise, having or sharing voting power, which includes the
power to vote or to direct the voting of such security, or investment power,
which includes the power to dispose or to direct the disposition of such
security. Unless otherwise indicated below, each beneficial owner named has
sole voting and investment power with respect to the shares identified.
3 Mr. Ayres owned of record 20,126 shares; 404 shares were owned jointly
with his wife; 5,672 shares were owned by his wife; 9,387 shares were held in
his fully vested account in the ESOP; and 9,000 shares were deemed held through
exercisable incentive stock options.
4 Mr. Floriani owned of record 4,000 shares; 3,317 shares were held in
his fully vested account in the ESOP; and 2,600 shares were deemed held through
exercisable incentive stock options.
5 Mr. Greenwood owned of record 10,212 shares; 200 shares were owned
jointly with his wife; 526 shares were owned by his wife; and 200 shares were
owned by Wave 9 Enterprises, Inc., of which Mr. Greenwood is President.
6 Mr. Hutt previously served as a director of the Company from 1976
through 1992. In 1992, as a result of an internal structural reorganization, he
resigned from the Board of the Company. He has served continuously since 1976
as a director of the Bank.
7 Mr. Hutt owned of record 20,236 shares; and 4,600 shares were owned by
his wife.
8 Mr. May owned of record 7,404 shares; 640 shares were owned by his
children; 2,707 shares were held in his account in the ESOP; and 10,000 shares
were deemed held through exercisable incentive stock options.
9 Dr. Ryburn owned of record 29,092 shares; and 12,116 shares were owned
by his wife.
10 Mr. Stone owned of record 3,456 shares; 26,068 shares were owned
jointly with his mother; 22,618 shares were owned by his wife; 6,746 shares
were held in his fully vested account in the ESOP; 1,524 shares were owned by
trusts for his children in which Mr. Stone, as trustee, shares the power of
disposition and voting; and 2,400 shares were deemed held through exercisable
incentive stock options.
11 Mr. Trotter previously served as a director of the Company from 1973
through 1992. In 1992, as a result of an internal structural reorganization,
he resigned from the Board of the Company. He has served continuously since
1973 as a director of the Bank.
12 Mr. Trotter owned of record 9,555 shares; and 5,680 shares were owned
by Bluff City Leasing, Inc., of which Mr. Trotter is President.
</TABLE>
COMMITTEES AND RELATED MATTERS
Among the various committees of the Board of Directors of the Company are
the Audit and Security Committee and Executive Compensation and Retirement
Committee. The board of directors of the Company has no standing nominating
committee or other committee performing a similar function.
The Audit and Security Committee is presently composed of David R. Perdue,
Lara F. Hutt, III, Adam B. Robinson, Sr. (non-voting advisory director), Paul
Henson (Director of Simmons First National Bank) Mary Pringos (non-voting
Associate Director), N. Casey Jones (non-voting Advisory Director), and
Louis L. Ramsay, Jr. (non-voting Advisory Director). This committee provides
assistance to the Board in fulfilling its responsibilities concerning
accounting and reporting practices, by regularly reviewing the adequacy of the
internal and external auditors, the disclosure of the financial affairs of the
Company and its subsidiaries, the control systems of management and internal
accounting controls. During 1994, the Audit and Security Committee met 12
times.
The Executive Compensation and Retirement Committee, presently composed of
C. Ramon Greenwood, Harry L. Ryburn, Adam B. Robinson, Sr. (non-voting Advisory
Director), N. Casey Jones (non-voting Advisory Director), and Louis L. Ramsay,
Jr. (non-voting Advisory Director), fixes the compensation of executive
officers of the Company, adopts the salary programs for other personnel and
administers the retirement and employee benefit plans of the Company. During
1994, the Executive Compensation Committee met 4 times.
The Board of Directors of the Company met 14 times during 1994, including
regular and special meetings. No director attended fewer than 75% of the
aggregate of all meetings of the Board of Directors and of all committees on
which such director served.
DIRECTOR COMPENSATION
The following table set forth the schedule of compensation
of Directors of the Company and its subsidiaries.
<TABLE>
<CAPTION>
Entity Monthly Retainer Meeting Fee<F1>
------ ---------------- ---------------
<S> <C> <C>
Simmons First National Corporation
Board of Directors $300 $100
All Committees 0 100
Simmons First National Bank
Board of Directors $300 $100
Senior Loan Committee 400<F2> 0
Agricultural Loan Committee 100 50
All Other Committees 0 100
Simmons First Bank of Jonesboro
Board of Directors $ 0 $100
All Committees 0 100
Simmons First Bank of Lake Village
Board of Directors $ 0 $ 50
All Committees 0 100
<FN>
1 Only Simmons First Bank of Lake Village pays meeting fees to directors
who are also officers of that entity. All entities pay meeting fees based upon
meetings attended, except Simmons First Bank of Lake Village, which pays based
upon scheduled meetings.
2 The Senior Loan Committee monthly retainer is payable only to directors
on the committee who are not officers of the bank.
</TABLE>
CERTAIN TRANSACTIONS
From time to time the Bank, Simmons First Bank of Lake Village and Simmons
First Bank of Jonesboro, banking subsidiaries of the Company, have made loans
and other extensions of credit to directors, officers, their associates and
members of their immediate families, and from time to time directors, officers
and their associates and members of their immediate families have placed
deposits with these banks. These loans, extensions of credit and deposits were
made in the ordinary course of business on substantially the same terms
(including interest rates and collateral) as those prevailing at the time for
comparable transactions with other persons and did not involve more than the
normal risk of collectibility or present other unfavorable features.
EXECUTIVE COMPENSATION
The tables below set forth the compensation for 1992, 1993 and 1994 of
the Chief Executive Officer and the four highest paid executive officers of
the Company, whose total cash compensation exceeded $100,000 during 1994.
<TABLE>
Summary Compensation Table
---------------------------
<CAPTION>
Long-Term
Annual Compensation Compensation
------------------------ --------------
Other
Annual Securities All Other
Name and Compen- Underlying Compen-
Principal sation<F2> Options/ sation<F3>
Position Year Salary($) Bonus($)<F1> ($) SARs (#) ($)
--------- ---- -------- ---------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
J. Thomas May, 1994 $232,000 $27,950 $10,400 5,000 $57.576
Chief Executive 1993 $185,000 $48,495 $10,700 0 $58,855
Officer 1992 $185,000 $51,258 $10,000 0 $56,593
W. E. Ayres, 1994 $205,000 $27,950 $11,200 0 $80,059
Chairman 1993 $195,000 $48,495 $11,200 0 $84,323
1992 $185,000 $51,258 $11,400 0 $47,599
Donald W. Stone, 1994 $128,885 $14,300 $ 6,000 0 $16,399
Chairman, Simmons 1993 $122,735 $24,811 $ 6,000 0 $16,770
First Bank of 1992 $117,735 $23,245 $10,200 3,000 $42,686
Jonesboro
Barry L. Crow, 1994 $114,599 $16,250 0 0 $ 8,338
Executive Vice 1993 $109,768 $28,195 0 0 $ 6,964
President 1992 $103,818 $22,053 0 4,000 $ 6,112
John L. Rush, 1994 $100,095 $12,025 $ 9,700 0 $ 7,115
Secretary 1993 $ 95,875 $20,864 $ 9,600 0 $ 6,596
1992 $ 89,264 $20,027 $ 9,500 4,000 $ 5,405
______________________
<FN>
1 The Bonuses shown in this column are earned and paid pursuant to the
Simmons First National Corporation Incentive Compensation Program which is more
fully described in the Compensation Committee Report on Executive Compensation.
2 Fees paid to Directors and the Secretary for attendance at meetings of
the Board of Directors and committees of the Company and its subsidiaries.
3 For 1994, this category includes for MR. MAY contribution to the ESOP,
$5,755, the Company's matching contribution to the 401(k) Plan, $1,500, the
accrual to his deferred compensation agreement, $49,241 and life insurance
premiums, $1,080; for MR. AYRES contribution to the ESOP, $5,755, the Company's
matching contribution to the 401(k) Plan, $1,875, the accrual to his deferred
compensation agreement, $71,361 and life insurance premiums, $1,068; for MR.
STONE contribution to the ESOP, $5,755, the Company's matching contribution to
the 401(k) Plan, $1,875, the accrual to his deferred compensation agreement,
$7,702 and life insurance premiums, $1,067; for MR. CROW contribution to the
ESOP, $5,546, the Company's matching contribution to the 401(k) Plan, $1,807,
and life insurance premiums, $985; for MR. RUSH contribution to the ESOP,
$4,717, the Company's matching contribution to the 401(k) Plan, $1,537, and
life insurance premiums, $861. For 1993, this category includes for MR. MAY
contribution to the ESOP, $8,512, the Company's matching contribution to the
401(k) Plan, $1,500, the accrual to his deferred compensation agreement,
$48,687 and life insurance premiums, $156; for MR. AYRES contribution to the
ESOP, $8,512, the Company's matching contribution to the Section 401(k) Plan,
$2,182, the accrual to his deferred compensation agreement, $71,361 and life
insurance premiums, $2,268; for MR. STONE contribution to the ESOP, $5,385,
the Company's matching contribution to the Section 401(k) Plan, $1,476, the
accrual to his deferred compensation agreement, $7,703 and life insurance
premiums, $2,206; for MR. CROW contribution to the ESOP, $4,833, the Company's
matching contribution to the Section 401(k) Plan, $1,674, and life insurance
premiums, $457; for MR. RUSH contribution to the ESOP, $4,257, the Company's
matching contribution to the Section 401(k) Plan, $1,474, and life insurance
premiums, $865. For 1992, this category includes for MR. MAY contribution to
the ESOP, $7,709, the Company's matching contribution to the Section 401(k)
Plan, $1,500, the accrual to his deferred compensation agreement, $46,814 and
life insurance premiums, $570; for MR. AYRES contribution to the ESOP, $7,709,
the Company's matching contribution to the Section 401(k) Plan, $2,119, the
accrual to his deferred compensation agreement, $37,201 and life insurance
premiums, $570; for MR. STONE contribution to the ESOP, $4,459, the Company's
matching contribution to the Section 401(k) Plan, $1,476, the accrual to his
deferred compensation agreement, $36,123 and life insurance premiums, $538;
for MR. CROW contribution to the ESOP, $4,237, the Company's matching
contribution to the Section 401(k) Plan, $1,426, and life insurance premiums,
$449; for MR. RUSH contribution to the ESOP, $3,685, the Company's matching
contribution to the Section 401(k) Plan, $1,334, and life insurance premiums,
$386. Certain additional personal benefits, including club memberships and
personal use of automobiles, are granted to officers of the Company, including
the named executive officers; however, in the Company's estimation the value of
such personal benefits to the named executive officers does not exceed the
lesser of $50,000 or 10% of the aggregate compensation of any such officer.
</TABLE>
OPTION GRANTS DURING THE 1994 FISCAL YEAR
The following Table provides information related to the named executive
officers during fiscal 1994.
<TABLE>
Option Grants in Last Fiscal Year<F1>
<CAPTION>
Individual Grants Potential
------------------------------------------------------------------------------- Realized Value
Number of at Assumed
Securities % of Total Annual Rates
Underlying Options Exercise of Stock Price
Options Granted to or Base Appreciation
Granted Employees Price Expiration For Option Term
Name (#) Fiscal Year ($/Sh) Date 5%($)<F2> 10%($)<F2>
<S> <C> <C> <C> <C> <C> <C>
J. Thomas May 1,000 16.67% $23.375 01/15/2000 $ 6,458 $14,271
1,000 16.67% $23.375 01/15/2001 $ 7,950 $18,035
1,000 16.67% $23.375 01/15/2002 $ 9,516 $22,176
1,000 16.67% $23.375 01/15/2003 $11,161 $26,731
1,000 16.67% $23.375 01/15/2004 $12,887 $31,742
W. E. Ayres 0 -- --- --- --- ---
Donald W. Stone 0 -- --- --- --- ---
Barry L. Crow 0 -- --- --- --- ---
John L. Rush 0 -- --- --- --- ---
____________________
<FN>
1 No Stock Appreciation Rights ("SARs") were awarded during 1994.
2 The sum in these columns result from calculations assuming 5% and 10%
growth rates as set by the SEC and are not intended to forecast future price
appreciation of Common Stock of the Company.
</TABLE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION/SAR VALUES
The following table sets forth information with respect to the named
executive officers concerning exercised and unexercised options and SARs held
as of December 31, 1994.
<TABLE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
-----------------------------------------------------
AND FISCAL YEAR END OPTION/SAR VALUES<F1>
------------------------------------------
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options at Options at
FY-End (#) FY-End ($)<F2>
Exercisable/ Exercisable/
Name Unexercisable Unexercisable
---- ------------- -------------
<S> <C> <C>
W. E. Ayres 9000 / 1000 $107,250 / $10,563
J. Thomas May 9000 / 9000 $107,250 / $42,250
Donald W. Stone 1800 / 1200 $ 15,413 / $10,275
Barry L. Crow 2400 / 1600 $ 20,550 / $13,700
John L. Rush 2400 / 1600 $ 20,550 / $13,700
--------------------
<FN>
1 The Company has no outstanding SARs and none of the outstanding Options
were exercised by the named executive officers during 1994.
2 The Values are computed using $23.00, the closing price for the
Company's stock on December 30, 1994.
</TABLE>
DEFERRED COMPENSATION AND CHANGE IN CONTROL ARRANGEMENTS
Three of the five individuals named above (W. E. Ayres, J. Thomas May and
Donald W. Stone) are each a party to a deferred compensation agreement, under
the terms of which Simmons First National Bank, in the case of Ayres and May,
and Simmons First Bank of Jonesboro, in the case of Stone, agrees to pay to
each such individual, upon normal retirement at age 65, or upon death or
disability prior to age 65, a monthly sum of deferred compensation equal to one
twelfth (1/12) of fifty percent (50%) of the final average compensation (the
average compensation paid to the individual by the employer for the most recent
five consecutive calendar years), less the accrued monthly benefit to such
individual under the deferred annuity received upon the termination of the
Company's pension plan; such payments begin the month following retirement and
continue for 120 consecutive months or until the individual's death, whichever
shall occur later.
Further, the deferred compensation agreements provide that, in the event
of a change of control of the Company and the subsequent separation from
service of the officer, eligibility to receive payments under the Agreement
will be accelerated. In such circumstance, if the officer has attained age 60,
the officer is entitled to commence receiving the specified monthly payments
under the agreement immediately after separation from service, without any
actuarial reduction due to age. If the officer has not attained age 60, the
officer is entitled to immediately commence receiving 72 monthly payments equal
to one twelfth (1/12) of fifty (50%) percent of the final average compensation
less the accrued monthly benefit to such individual then payable under the
annuity received pursuant to the termination of the Company's pension plan.
Compensation Committee Report on Executive Compensation
-------------------------------------------------------
The Executive Compensation and Retirement Committee issues the following
report on the general guidelines concerning executive compensation and the
bases for establishing the compensation of the Chief Executive Officer:
GENERAL COMPENSATION GUIDELINES FOR EXECUTIVE OFFICERS
The Company and its subsidiaries in establishing executive compensation,
analyze four aspects of total compensation: Salary, Incentive Compensation,
Stock Options and Retirement Compensation.
The Company, after consultation with a compensation consultant,
established job grades and determined the value of each job within the Company.
Subject to adjustment for unique factors affecting the job or the executive,
the Company generally targets the midpoint of the market salary range, as
adjusted annually, as the guide for salaries for executive officers, who are
satisfactorily performing their duties. However, in spite of performance which
the committee believes to be exemplary, the salaries of the Chief Executive
Officer and the President of the Company have been and are significantly below
the midpoint of the market compensation ranges for these positions.
The Simmons First National Corporation Incentive Compensation Program
provides compensatory incentives to executive officers to reinforce achievement
of the financial goals of the Company, its subsidiary banks and the
participating executives. At the beginning of each year, participating
executives are allocated incentive points, which are the basis of the
executive's participation within the program. Annually, performance thresholds
are established for the Company (net income threshold), each of the subsidiary
banks (net income threshold) and each of the participating executive officers
(thresholds based upon actual department income and expense factors versus
budgeted items). Incentive compensation is payable under the Plan for a fiscal
year only if (1) the Company satisfied an applicable threshold, (2) the entity
employing the executive satisfied an applicable threshold and (3) the executive
satisfied at least 75% of the applicable individual threshold. Performance by
the Company and the subsidiary banks above the thresholds may proportionately
increase the compensation of each incentive point.
The Company maintains an incentive stock option plan for additional
incentive compensation to certain executive officers. The Plan provides an
incentive to the participating executive officers to enhance the long term
financial performance of the Company and the value of the Common Stock.
Participation under this Plan has been offered to those executive officers
whose long term employment and job performance can significantly affect the
continued profitability of the Company and its subsidiary banks.
The Company also maintains an Employee Stock Ownership Plan and a
Section 401(k) Plan to provide retirement benefits for substantially all of
its employees, including its executive officers. In addition, two of the
subsidiary banks have deferred compensation agreements for certain of the
executive officers, as a supplement to the retirement benefits available
under the other plans. These agreements provide for a monthly benefit at
age 65, or earlier upon death or disability, equal to 50% of the average
monthly compensation of the executive officer during the prior five years and
provides certain benefits, in the event of a change in control of the Company
and the subsequent separation from service by the executive officer.
BASES FOR THE CHIEF EXECUTIVE OFFICER'S COMPENSATION
The salary and retirement benefits provided to the Chief Executive Officer
is set by the Executive Compensation and Retirement Committee and approved by
the Board of Directors, after an examination of the annual market analysis
provided by the compensation consultant retained by the Company. The Committee
has historically emphasized incentive compensation for the Chief Executive
Officer, through the incentive compensation program and stock option grants.
The Chief Executive Officer was allocated 430 points in the incentive
compensation program. His threshold of performance was based upon the net
income of the Company (60%) and Simmons First National Bank (40%). The
Company met its intermediate performance threshold for 1994. Based upon the
1994 performance of the Company, the compensation value of each of his points
was $65.00. The incentive compensation earned by the Chief Executive Officer
under this Program was $27,950.
EXECUTIVE COMPENSATION & RETIREMENT COMMITTEE
Harry L. Ryburn, Chairman Adam B. Robinson, Sr. Louis L. Ramsay, Jr.
C. Ramon Greenwood N. Casey Jones David R. Perdue
PERFORMANCE GRAPH
The following graph shows the cumulative total shareholder return, as of
December 31 of each year shown, for the Common Stock (assuming reinvestment of
dividends), as compared to the S&P 500 Index and the NASDAQ Bank Stock Index,
assuming a $100 investment on December 31, 1989.
Note: The stock price performance shown on the graph below is not
indicative of future price performance.
SUMMARY OF PERFORMANCE GRAPH
The Performance Graph depicts the comparison of cumulative five year total
return of Simmons First National Corporation common stock, the S&P 500 Index
and the NASDAQ Bank Index commencing on December 31, 1989. The graph plots the
change in relative value of SFNC stock and each of the indices, as of December
31 of the years 1990 through 1994. The data points plotted in the graph are
set forth in the table below.
<TABLE>
Comparison of Cumulative Five Year Total Return
SFNC, S&P 500 Index and NASDAQ Bank Index
<CAPTION>
1989 1990 1991 1992 1993 1994
<S> <C> <C> <C> <C> <C> <C>
SFNC $100 $116 $149 $263 $326 $278
S&P 500 $100 $ 97 $126 $136 $150 $152
NASDAQ Bank $100 $ 73 $120 $175 $199 $199
</TABLE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Executive Compensation and Retirement Committee is presently composed
of C. Ramon Greenwood, Harry L. Ryburn, David R. Perdue, Adam B. Robinson, Sr.
(non-voting Advisory Director), N. Casey Jones (non-voting Advisory Director)
and Louis L. Ramsay, Jr. (non-voting Advisory Director). None of these
individuals were employed as officers or employees of the Company during 1994.
Louis L. Ramsay, Jr. was previously employed by the Company in various
capacities including Chief Executive Officer, prior to his retirement in 1983.
COMPLIANCE WITH SECTION 16 OF THE EXCHANGE ACT
Section 16(a) of the Securities and Exchange Act of 1934 and the
regulations issued thereunder require directors and certain officers of any
company registered under such Act to file statements (SEC Forms 3, 4 & 5) with
the Securities and Exchange Commission, showing their beneficial ownership in
securities issued by such company. Based upon a review of the SEC Forms 3, 4
and 5 of the directors and officers of the Company for the preceding fiscal
years, provided to the Company by the officers and directors, the Company has
not identified any person who failed to timely file the required statements
during the preceding fiscal year.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The accounting firm of Baird, Kurtz & Dobson served as the Company's
auditors in 1994 and has been selected to serve in 1995. Representatives of
Baird, Kurtz & Dobson are expected to be present at the shareholders meeting
with the opportunity to make a statement if they desire to do so and are
expected to be available to respond to appropriate questions.
FINANCIAL STATEMENTS
The annual report of the Company and its subsidiaries for the year ended
December 31, 1994, including audited financial statements, is enclosed
herewith. Such report and financial statements contained therein are not
incorporated in this Proxy Statement and are not to be considered as a part of
the proxy soliciting materials, since they are not deemed material for the
exercise of prudent judgment in regard to the matters to be acted upon at the
meeting.
UPON WRITTEN REQUEST BY ANY SHAREHOLDER ADDRESSED TO MR. JOHN L. RUSH,
SECRETARY, SIMMONS FIRST NATIONAL CORPORATION, P. O. BOX 7009, PINE BLUFF,
ARKANSAS, 71611, A COPY OF THE COMPANY'S ANNUAL REPORT FOR 1994 ON FORM 10-K
REQUIRED TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE
FINANCIAL STATEMENTS AND SCHEDULES THERETO, WILL BE FURNISHED WITHOUT CHARGE.
PROPOSALS FOR 1996 ANNUAL MEETING
Proposals of shareholders intended to be presented at the 1996 annual
meeting of the shareholders of the Company must be received by the Company at
its principal executive offices on or prior to November 27, 1995, for inclusion
in the Company's Proxy Statement and form of proxy relating to that meeting.
OTHER MATTERS
Management knows of no other matters to be brought before this annual
meeting. However, if other matters should properly come before the meeting,
it is the intention of the persons named in the proxy to vote such proxy in
accordance with their best judgment on such matters.
BY ORDER OF THE BOARD OF DIRECTORS:
/s/ John L. Rush
John L. Rush, Secretary
Pine Bluff, Arkansas
March 24, 1995
APPENDIX A
FORM OF PROXY
SIMMONS FIRST NATIONAL CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR
ANNUAL MEETING OF STOCKHOLDERS, APRIL 25, 1995
The undersigned hereby constitutes and appoints William C. Bridgforth,
Royce O. Johnson, Jr., and Charles A. Gordon, as Proxies, each with the power
of substitution, to represent and vote as designated on this proxy all shares
of the common stock of Simmons First National Corporation held of record by
the undersigned on March 1, 1995, at the Annual Meeting of Shareholders to be
held on Tuesday, April 25, 1995, at 7:45 P.M., and any adjournment thereof.
This proxy when properly executed, will be voted as directed. IF NO
DIRECTION, IS GIVEN, THIS PROXY WILL BE VOTED FOR ALL PROPOSALS.
(Continued, and to be signed on the other side)
SIMMONS FIRST NATIONAL CORPORATION
PINE BLUFF, ARKANSAS
Please make reservations for the shareholder's dinner on April 25, 1995, at
6:30 p.m., at the Pine Bluff Convention Center Banquet Hall.
_______________ I will attend.
_______________ A guest and I will attend.
_______________ I will not attend.
PROXY
ANNUAL MEETING OF SHAREHOLDERS
SIMMONS FIRST NATIONAL CORPORATION
(1) PROPOSAL TO FIX NUMBER OF DIRECTORS AT NINE
____ FOR _____ AGAINST _____ ABSTAIN
(2) ELECTION OF DIRECTORS: (mark only one box)
____ FOR ALL NOMINEES
____ WITHHOLD AUTHORITY FOR ALL NOMINEES
____ WITHHOLD AUTHORITY FOR CERTAIN NOMINEES below whose names have
been lined through
W. E. Ayres Lara F. Hutt, III Dr. Harry L. Ryburn
Ben V. Floriani J. Thomas May Donald W. Stone
C. Ramon Greenwood David R. Perdue Henry F. Trotter, Jr.
(3) Upon such other business as may properly come before the meeting or any
adjournment or adjournments thereof.
The undersigned acknowledge receipt of this ballot, Notice of Annual Meeting,
Proxy Statement and Annual Report.
----------------------------------- -----------
----------------------------------- -----------
Signature(s) of Shareholders(s) Date
IMPORTANT: Please date this proxy and sign your name exactly as your name
appears and return promptly in the envelope provided.
Shares:___________ Ballot No.:___________
