SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
SIMMONS FIRST NATIONAL CORPORATION
(Name of Registrant as Specified in Its Charter)
- - --------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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<PAGE>
SIMMONS FIRST NATIONAL CORPORATION
March 21, 1996
Dear Shareholder:
It is our pleasure to enclose an Annual Report for your Corporation, which
reflects excellent financial performance. During 1995, 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 23,
1996 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 there are no changes in
our slate of recommended Directors this year.
For information purposes, on January 22, 1996 our Board of Directors approved a
stock re-purchase plan that provides for the repurchase of up to 100,000 shares
of Simmons First National Corporation's stock annually. We expect the shares to
be purchased in the open market. Based on the current price range, we believe
the stock repurchase option is a good investment of a portion of our cash
reserve. We will re-evaluate the plan annually, based on our need for cash and
the market price of our stock.
We thank you again for your support, and we look forward to seeing you on April
23.
Sincerely,
J. Thomas May
President and CEO
JTM/re
<PAGE>
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
23, 1996 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, 1996, 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 22, 1996
<PAGE>
ANNUAL MEETING OF SHAREHOLDERS
SIMMONS FIRST NATIONAL CORPORATION
P. O. Box 7009
Pine Bluff, Arkansas 71611
PROXY STATEMENT
Meeting to be held on April 23, 1996
Proxy and Proxy Statement furnished on or about March 22, 1996
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 23, 1996, 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.
OUTSTANDING SECURITIES AND VOTING RIGHTS
General
At the meeting, holders of the $5.00 par value Class A common stock
(the "Common Stock") of the Company, the only class of stock of the Company
outstanding, 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,
1996. On that date, the Company had outstanding 3,816,612 shares of the Common
Stock; 598,049 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 47,861 shares will not be voted at the meeting. Hence, 3,768,751 shares
will be deemed outstanding and entitled to vote at the meeting.
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. 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. 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(1) of Class
- - ------------------------------------------------------------------------
<S> <C> <C>
Simmons First National
Corporation Employee 337,018(2) 8.68%
Stock Ownership Trust
501 Main Street
Pine Bluff, AR 71601
John Hancock Advisers, Inc. 209,000 5.39%
101 Huntington Avenue
Boston, MA 02199
W. E. Ayres(3) 44,491 1.15%
Barry L. Crow(4) 13,197 *
J. Thomas May(5) 24,128 *
John L. Rush(6) 11,843 *
Donald W. Stone(7) 63,778 1.64%
All directors and officers 272,397 7.02%
as a group of 11 persons
- - -------------------------
<FN>
* The shares beneficially owned represent less than 1% of the
outstanding common shares.
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 19,268 shares; 404 shares were owned
jointly with his wife; 5,672 shares were owned by his wife; 10,147 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 2,232 shares; 5,965 shares were held in his
fully vested account in the ESOP; 200 shares were held by his wife; and 4,800
shares were deemed held through exercisable incentive stock options.
5 Mr. May owned of record 8,479 shares; 415 shares were owned by his
minor child; 3,234 shares were held in his account in the ESOP; and 12,000
shares were deemed held through exercisable incentive stock options.
6 Mr. Rush owned of record 2,248 shares; 4,995 shares were held in his
fully vested account in the ESOP and 4,600 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; 22,418 shares were owned by his wife; 7,294 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 3,000 shares were deemed held through exercisable incentive
stock options.
</FN>
</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 is presently serving as a director of the Company for
a term which ends on April 23, 1996, or such other date upon which a successor
is duly elected and qualified.
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>
Principal Director Shares Percent
Name Age Occupation(1) Since Owned(2) of Class
- - ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
W. E. Ayres 65 Retired, formerly 1977 44,491(3) 1.15%
Chairman of the
Company and the Bank
Ben V. Floriani 53 Chairman and Chief 1988 11,218(4) *
Executive Officer,
Simmons First Bank
of Lake Village
C. Ramon Greenwood 68 President, Wave 9 1991 11,295(5) *
Enterprises, Inc.
(management consultant)
Lara F. Hutt, III 60 President, Hutt 1995(6) 24,836(7) *
Building Materials
Company, Inc.
J. Thomas May 49 President and Chief 1987 24,128(8) *
Executive Officer of the
Company and the Bank
David R. Perdue 61 Vice President, 1976 11,168 *
JDR, Inc. (Investments)
Harry L. Ryburn 60 Orthodontist 1976 41,208(9) 1.06%
Donald W. Stone 65 Chairman, Simmons 1977 63,778(10) 1.64%
First Bank of Jonesboro
Henry F. Trotter, Jr 58 President, Trotter 1995(11) 15,235(12) *
Ford, Inc.
- - ------------------
<FN>
* 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, each beneficial owner named has sole
voting and investment power with respect to the shares identified.
3 Mr. Ayres owned of record 19,268 shares; 404 shares were owned
jointly with his wife; 5,672 shares were owned by his wife; 10,147 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; 3,618 shares were held in
his fully vested account in the ESOP; and 3,600 shares were deemed held through
exercisable incentive stock options.
5 Mr. Greenwood owned of record 10,347 shares; 200 shares were owned
jointly with his wife; 548 shares were owned by his wife; and 200 shares were
owned by Wave 9 Enterprises, Inc., of which Mr. Greenwood is President.
6 Prior to his election in 1995, Mr. Hutt has previously served as a
director of the Company from 1976 through 1992. 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 8,479 shares; 415 shares were owned by his
minor child; 3,234 shares were held in his account in the ESOP; and 12,000
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; 7,294 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 3,000 shares were deemed held through exercisable incentive
stock options.
11 Prior to his election in 1995, Mr. Trotter previously served as a
director of the Company from 1973 through 1992. 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.
</FN>
</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.
During 1995, the Audit and Security Committee was composed of David Perdue,
Lara F. Hutt, III, Adam B. Robinson, Sr. (non-voting Advisory Director), Mary
Pringos (Director of Simmons First National Bank), Beverly Morrow (Director of
Simmons First National Bank), Paul M. Henson (non-voting advisory 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 1995,
this Committee met 12 times.
The Executive Compensation and Retirement Committee, which was 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) during 1995, 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 1995, the Executive Compensation Committee met 6 times.
The Board of Directors of the Company met 12 times during 1995,
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.
Certain Transactions
From time to time the Bank, Simmons First Bank of Lake Village, Simmons
First Bank of Jonesboro, Simmons First Bank of Dumas and Simmons First Bank of
Dermott, 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.
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(1)
- - -------------------------------------------------------------------------------
<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(2) 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
Simmons First Bank of Dumas
Board of Directors $250 $ 0
All Committees 0 0
Simmons First Bank of Dermott
Board of Directors $ 0 $ 75
All Committees 0 75
- - -------------------
<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.
</FN>
</TABLE>
EXECUTIVE COMPENSATION
The tables below set forth the compensation for 1993, 1994 and 1995 of
the Chief Executive Officer and the four highest paid executive officers of the
Company, whose total cash compensation exceeded $100,000 during 1995.
<TABLE>
Summary Compensation Table
<CAPTION>
Long-Term
Annual Compensation Compensation
------------------------------- --------------------
Other
Annual Securities All Other
Name and Compen- Underlying Compen-
Principal sation(2) Options/ sation(3)
Position Year Salary($) Bonus($)(1) ($) SARs (#) ($)
- - ---------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
J. Thomas May, 1995 $250,000 $ 32,250 $ 10,600 10,000 $ 60,048
Chief Executive 1994 $232,000 $ 27,950 $ 10,400 5,000 $ 57,576
Officer 1993 $195,000 $ 48,495 $ 10,700 0 $ 58,855
W. E. Ayres, 1995 $211,150 $ 32,250 $ 11,300 0 $ 62,814
Chairman 1994 $205,000 $ 27,950 $ 11,200 0 $ 80,059
1993 $195,000 $ 48,495 $ 11,200 0 $ 84,323
Donald W. Stone, 1995 $132,752 $ 22,000 $ 6,000 0 $ 37,293
Chairman, Simmons 1994 $128,885 $ 14,300 $ 6,000 0 $ 16,399
First Bank of 1993 $122,735 $ 24,811 $ 6,000 0 $ 16,770
Jonesboro
Barry L. Crow, 1995 $118,037 $ 18,750 0 3,000 $ 7,374
Executive Vice 1994 $114,599 $ 16,250 0 0 $ 8,338
President 1993 $109,768 $ 28,195 0 0 $ 6,964
John L. Rush, 1995 $103,098 $ 13,875 $ 9,600 2,000 $ 6,367
Secretary 1994 $100,095 $ 12,025 $ 9,700 0 $ 7,115
1993 $ 95,875 $ 20,864 $ 9,600 0 $ 6,596
- - ------------
<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 of the Company and its subsidiaries.
3 For 1995, this category includes for Mr. May contribution to the
ESOP, $5,842, the Company's matching contribution to the ss.401(k) Plan, $950,
the accrual to his deferred compensation agreement, $52,176 and life insurance
premiums, $1,080; for Mr. Ayres contribution to the ESOP, $5,842, the Company's
matching contribution to the ss.401(k) Plan, $1,875, the accrual to his deferred
compensation agreement, $54,107 and life insurance premiums, $990; for Mr. Stone
contribution to the ESOP, $5,842, the Company's matching contribution to the
ss.401(k) Plan, $972, the accrual to his deferred compensation agreement, $1,057
and life insurance premiums, $1,080; for Mr. Crow contribution to the ESOP,
$5,301, the Company's matching contribution to the ss.401(k) Plan, $1,057, and
life insurance premiums, $1,016; for Mr. Rush contribution to the ESOP, $4,574,
the Company's matching contribution to the ss.401(k) Plan, $905, and life
insurance premiums, $888. For 1994, this category includes for Mr. May
contribution to the ESOP, $5,755, the Company's matching contribution to the
ss.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 ss.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 ss.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
ss.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
ss.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 ss.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
ss.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 ss.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 ss.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 ss.401(k) Plan, $1,474, and life insurance
premiums, $865. 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.
</FN>
</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. Mr. Ayres retired on December 31, 1995 and payments under his
deferred compensation agreement commenced on January 31, 1996 and are
continuing.
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.
Option Grants During the 1995 Fiscal Year
The following Table provides information on option grants to the named
executive officers during 1995.
<TABLE>
Option Grants in Last Fiscal Year(1)
<CAPTION>
Individual Grants
Potential Realized
Number of Value at Assumed
Securities % of Total Annual Rates of
Underlying Options Exercise Stock Price
Options Granted to or Base Appreciation For
Granted Employees Price Expiration the Option Term
Name (#) Fiscal Year ($/Sh) Date 5%($)2 10%($)(2)
- - ---- --------- ----------- -------- ------------ ------- --------
<S> <C> <C> <C> <C> <C> <C>
J. Thomas 2,000 5.33% $ 29.000 11/27/2000 $16,024 $35,410
2,000 5.33% $ 29.000 11/27/2001 $19,726 $44,751
2,000 5.33% $ 29.000 11/27/2002 $23,612 $55,026
2,000 5.33% $ 29.000 11/27/2003 $27,692 $66,328
2,000 5.33% $ 29.000 11/27/2004 $31,977 $78,761
W. E. Ayres 0 -- -- -- -- --
Donald W. Stone 0 -- -- -- -- --
Barry L. Crow 200 * $ 23.750 02/27/2000 $ 1,312 $ 2,900
200 * $ 23.750 02/27/2001 $ 1,615 $ 3,665
200 * $ 23.750 02/27/2002 $ 1,934 $ 4,506
200 * $ 23.750 02/27/2003 $ 2,268 $ 5,432
200 * $ 23.750 02/27/2004 $ 2,619 $ 6,450
400 1.06% $ 30.750 12/27/2000 $ 3,398 $ 7,509
400 1.06% $ 30.750 12/27/2001 $ 4,183 $ 9,490
400 1.06% $ 30.750 12/27/2002 $ 5,007 $11,669
400 1.06% $ 30.750 12/27/2003 $ 5,875 $14,066
400 1.06% $ 30.750 12/27/2004 $ 6,781 $16,703
John L. Rush 200 * $ 23.750 02/27/2000 $ 1,312 $ 2,900
200 * $ 23.750 02/27/2000 $ 1,615 $ 3,665
200 * $ 23.750 02/27/2002 $ 1,934 $ 4,506
200 * $ 23.750 02/27/2003 $ 2,268 $ 5,432
200 * $ 23.750 02/27/2004 $ 2,619 $ 6,450
200 * $ 30.750 12/27/2000 $ 1,699 $ 3,755
200 * $ 30.750 12/27/2001 $ 2,092 $ 4,745
200 * $ 30.750 12/27/2002 $ 2,504 $ 5,835
200 * $ 30.750 12/27/2003 $ 2,936 $ 7,033
200 * $ 30.750 12/27/2004 $ 3,391 $ 8,351
- - --------------------
<FN>
* Less than 1% of options granted during fiscal year.
1 No Stock Appreciation Rights ("SARs") were awarded during 1995.
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.
</FN>
</TABLE>
Aggregated Fiscal Year End Option Values
The following table sets forth information with respect to the named
executive officers concerning unexercised options held as of December 31, 1995.
<TABLE>
Aggregated Option/SAR Exercises in Last Fiscal Year
and Fiscal Year End Option/SAR Values(1)
<CAPTION>
Number of Securities Value of Unexercised
Shares Underlying Unexercised In-the-Money Options
Acquired Value Options at FY-End (#) at FY-End ($)(2)
on Exercise Realized Exercisable/ Exercisable/
Name (#) ($) Unexercisable Unexercisable
---- ----------- ------------ ---------------- -------------------
<S> <C> <C> <C> <C>
J. Thomas May 1,000 $15,500 11,000 / 16,000 $180,938 / $112,750
W. E. Ayres 1,000 $15,500 9,000 / 0 $172,313 / $0
Donald W. Stone 0 0 2,400 / 600 $ 38,550 / $ 9,638
Barry L. Crow 0 0 3,800 / 3200 $ 52,750 / $18,250
John L. Rush 0 0 3,600 / 2400 $ 52,750 / $18,250
- - --------------------
<FN>
1 The Company has no outstanding SARs.
2 The Values are computed using $30.50, the closing price for the
Company's stock on December 29, 1995.
</FN>
</TABLE>
Performance Graph
The graph below shows a comparison of the cumulative total shareholder
return (assuming reinvestment of dividends), as of December 31 of each year, for
the Common Stock, the S&P 500 Index and the NASDAQ Bank Stock Index, assuming a
$100 investment on December 31, 1990.
Note: The results shown on the graph below is not indicative of future
price performance.
<TABLE>
Comparison of Cumulative Five Year Total Return
SFNC, S&P 500 Index and NASDAQ Bank Index
<CAPTION>
1990 1991 1992 1993 1994 1995
<S> <C> <C> <C> <C> <C> <C>
SFNC $100 $129 $227 $282 $241 $326
S&P 500 $100 $130 $140 $155 $157 $215
NASDAQ Bank $100 $164 $239 $272 $271 $404
</TABLE>
Compensation Committee Interlocks and Insider Participation
During 1995, the Executive Compensation and Retirement Committee was
composed of C. Ramon Greenwood, David R. Perdue, 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).
None of these individuals were employed as officers or employees of the Company
during 1995. Prior to retirement in 1983, Louis L. Ramsay, Jr. was previously
employed by the Company in various capacities, including Chief Executive
Officer.
Compensation Committee Report on Executive Compensation
The Executive Compensation and Retirement Committee issued the
following report on the general guidelines for 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 Chairman 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 for 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 for 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
ss.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 1995 performance of
the Company, the compensation value of each of his points was $75.00. The
incentive compensation earned by the Chief Executive Officer under this Program
was $32,250.
EXECUTIVE COMPENSATION & RETIREMENT COMMITTEE
Harry L. Ryburn, Chairman Louis L. Ramsay, Jr. C. Ramon Greenwood
N. Casey Jones Adam B. Robinson, Sr. David R. Perdue
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 that Act to file statements on 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 such statements by the
directors and officers of the Company for the preceding fiscal years, provided
to the Company by such, 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 1995 and has been selected to serve in 1996. 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, 1995, including audited financial statements, is enclosed
herewith. Such report and financial statements contained therein are not
incorporated into this Proxy Statement and are not considered 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 1995 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 1997 ANNUAL MEETING
Proposals of shareholders intended to be presented at the 1997 annual
meeting of the shareholders of the Company must be received by the Company at
its principal executive offices on or prior to November 22, 1996, 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:
John L. Rush, Secretary
Pine Bluff, Arkansas
March 22, 1996
APPENDIX A
FORM OF PROXY
SIMMONS FIRST NATIONAL CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR
ANNUAL MEETING OF STOCKHOLDERS, APRIL 23, 1996
The undersigned hereby constitutes and appoints William C. Bridgforth, Joanne
Smith, and Ms. Martha 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, 1996, at the Annual Meeting of Shareholders to be held on Tuesday, April 23,
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 23, 1996, 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.:___________
