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:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] 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.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee if offset as provided by the Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or
Schedule and the date of its filing.
1) Amount previously paid:
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4) Date Filed:
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SIMMONS FIRST NATIONAL CORPORATION
March 20, 1998
Dear Shareholder:
It is our pleasure to enclose the 1997 Annual Report for your Corporation.
During 1997, our associates excelled in meeting the challenge of growth and
austerity, while meeting the highest quality customer service standards. 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 28,
1998 at the Pine Bluff Convention Center. As is our custom, you and your spouse,
or guest, 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.
We thank you again for your support, and we look forward to seeing you on April
28.
Sincerely,
/s/ J. Thomas May
J. Thomas May
Chairman, President and
Chief Executive Officer
JTM/
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
28, 1998 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 amend the Articles of Incorporation to increase the number of
authorized shares of Class A, $1.00 par value, Common Stock of the Company from
10,000,000 to 30,000,000; and
4. 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 February 18, 1998,
will be entitled to vote at the meeting.
BY ORDER OF THE BOARD OF DIRECTORS:
John L. Rush, Secretary
Pine Bluff, Arkansas
March 20, 1998
ANNUAL MEETING OF SHAREHOLDERS
SIMMONS FIRST NATIONAL CORPORATION
P. O. Box 7009
Pine Bluff, Arkansas 71611
PROXY STATEMENT
Meeting to be held on April 28, 1998
Proxy and Proxy Statement furnished on or about March 21, 1998
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 28, 1998, 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
previously delivered.
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
At the meeting, holders of the $1.00 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 February 18,
1998. On that date, the Company had outstanding 5,726,812 shares of the Common
Stock; 865,549 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 61,632 shares will not be voted at the meeting. Hence, 5,665,450 shares
will be deemed outstanding and entitled to vote at the meeting.
All actions requiring a vote of the shareholders must be taken at a meeting
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.
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 Shares Owned Percent
of Beneficial Owner Beneficially(1) of Class
- ----------------------------------------------------------------------
<S> <C> <C>
Simmons First National Corporation
Employee Stock Ownership Trust 465,245(2) 8.12%
501 Main Street
Pine Bluff, AR 71601
John Hancock Advisers, Inc. 333,500 5.82%
101 Huntington Avenue
Boston, MA 02199
Barry L. Crow(3) 23,630 *
J. Thomas May(4) 61,631 1.07%
John L. Rush(5) 20,483 *
James P. Powell(6) 10,793 *
All directors and officers
as a group (12 persons) 360,343 6.23%
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<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 Executive Compensation and Retirement
Committee directs the trustees of the Trust concerning 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 or former employees of the Company and its subsidiaries.
3 Mr. Crow owned of record 4,548 shares; 9,582 shares were held in his
fully vested account in the ESOP, 300 shares were held by his wife, and 9,200
shares were deemed held through exercisable incentive stock options.
4 Mr. May owned of record 21,718 shares; 30 shares were owned by his wife;
20 shares were owned by his stepchildren; 5,363 shares were held in his fully
vested account in the ESOP; and 34,500 shares were deemed held through
exercisable stock options.
5 Mr. Rush owned of record 4,151 shares; 8,032 shares were held in his
fully vested account in the ESOP and 8,300 shares were deemed held through
exercisable incentive stock options.
6 Mr. Powell owned of record 2,791 shares; 75 shares were held jointly with
his wife; 403 shares were held by his wife; 6,424 shares were held in his fully
vested account in the ESOP and 1,100 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 nine (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 28, 1998, 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 Occupation1 Since Owned(2) of Class
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
W. E. Ayres 67 Retired, formerly Chairman 1977 57,671(3) 1.00%
of the Company and the Bank
Ben V. Floriani 55 Chairman and Chief Executive 1988 19,080(4) *
Officer, Simmons First Bank
of South Arkansas
Lara F. Hutt, III 62 President, Hutt Building 1995(5) 37,354(6) *
Material Company, Inc.
George Makris, Jr. 41 President, M. K. 1997 12,614(7) *
Distributors, Inc.
(Beverage Distributor)
J. Thomas May 51 Chairman, President and 1987 61,631(8) 1.07%
Chief Executive Officer of
the Company; Chairman
and Chief Executive Officer
of the Bank
David R. Perdue 63 Vice President, JDR, Inc. 1976 19,500(9) *
(Investments)
Harry L. Ryburn 62 Orthodontist 1976 20,608(10) *
Donald W. Stone 66 Retired, formerly 1977 54,127(11) *
Chairman, Simmons
First Bank of Jonesboro
Henry F. Trotter, Jr. 59 President, Trotter 1995(12) 22,852(13) *
Ford, Inc.; President,
Trotter Auto, 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 48,557 shares; 606 shares were owned jointly
with his wife; 8,508 shares were owned by his wife.
4 Mr. Floriani owned of record 6,750 shares; 5,830 shares were held in his
fully vested account in the ESOP; and 6,500 shares were deemed held through
exercisable stock options.
5 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.
6 Mr. Hutt owned of record 30,354 shares; and 6,900 shares were owned by
his wife.
7 Mr. Makris owned of record 4,500 shares; 225 shares were held as
custodian for a minor child; 1,150 shares were held in his wife's Individual
Retirement Account, 3,643 shares are held in the M-K Distributors, Profit
Sharing Trust of which Mr. Makris is a trustee with shared dispositive and
voting power and 3,096 shares were held in a trust under which Mr. Makris is
trustee and has sole voting power.
8 Mr. May owned of record 21,718 shares; 30 shares were owned by his wife;
20 shares were owned by his stepchildren; 5,363 shares were held in his fully
vested account in the ESOP; and 34,500 shares were deemed held through
exercisable stock options.
9 Mr. Perdue owned of record 17,685 shares; and 1,815 shares were owned
by his wife.
10 Dr. Ryburn and his wife are general and limited partners in a family
limited partnership pursuant to which 20,608 shares are attributable to Dr.
Ryburn.
11 Mr. Stone owned of record 20,500 shares; and 33,627 shares were owned
by his wife.
12 Prior to his election in 1995, Mr. Trotter previously served as a
director of the Company from 1973 through 1992.
13 Mr. Trotter owned of record 14,332 shares; and 8,520 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 1997, 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), 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 1997, this Committee met 12 times.
The Executive Compensation and Retirement Committee, which was composed of
W. E. Ayres, 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 1997, 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 1997, the Executive Compensation
and Retirement Committee met 5 times.
The Board of Directors of the Company met 12 times during 1997, 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 Russellville, Simmons
First Bank of South Arkansas, Simmons First Bank of Jonesboro, Simmons First
Bank of Searcy, Simmons First Bank of Dumas and Simmons First Bank of Northwest
Arkansas, 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 otherunfavorable features.
Director Compensation
The Directors of the Company are paid a monthly retainer of $300 and $100
for attending each meeting of the Board and committees.
EXECUTIVE COMPENSATION
The tables below set forth the compensation for 1995, 1996 and 1997 of the
Chief Executive Officer and the three highest paid executive officers of the
Company, being the only executives whose total cash compensation exceeded
$100,000 during 1997.
<TABLE>
Summary Compensation Table
<CAPTION>
Long Term
Annual Compensation Compensation
---------------------------------------- --------------------------------------
Other
Annual Restricted Securities All Other
Name and Compen- Stock Underlying Compen-
Principal sation(2) Awards(3) Options/ sation(4)
Position Year Salary($) Bonus($)(1) ($) ($) SARs (#) ($)
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
J. Thomas May, 1997 $275,000 $55,739 $ 9,600 $79,875 45,000 $69,534
Chief Executive 1996 $250,000 $55,855 $10,300 0 0 $64,554
Officer 1995 $250,000 $32,250 $10,600 0 15,000 $60,048
Barry L. Crow, 1997 $121,578 $27,869 0 0 0 $10,347
Executive Vice 1996 $118,037 $27,714 $ 800 0 3,000 $ 9,286
President 1995 $118,037 $18,750 0 0 4,500 $ 7,374
John L. Rush, 1997 $106,191 $21,282 $ 9,500 0 0 $ 8,995
Secretary 1996 $103,098 $21,163 $ 9,700 0 3,000 $ 8,049
1995 $103,098 $13,875 $ 9,600 0 3,000 $ 6,367
James P. Powell, 1997 $ 86,683 $18,749 0 0 0 $ 7,436
Senior Vice 1996 $ 84,158 $18,644 0 0 3,000 $ 6,575
President & Auditor 1995 $ 85,158 $11,250 0 0 0 $ 5,071
- ----------------------
<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 On May 29, 1997 Mr. May was awarded a grant of 3,000 shares of restricted
stock for purchase at $1.00 per share. This grant constitutes all of the
restricted shares granted to Mr. May by the Corporation. The aggregate value of
the restricted stock (net of the purchase price) as of December 31, 1997 was
$123,000.00. The restricted shares will vest over three (3) years with an
aggregate of 750 shares vested after 1 year, 1,500 shares vested after 2 years
and 3,000 shares vested after 3 years. The Corporation will pay dividends on the
restricted shares at the same rate as all other outstanding shares of Class A
Common Stock of the Corporation.
4 For 1997, this category includes for Mr. May contribution to the ESOP,
$8,142, the Company's matching contribution to the 401(k) Plan, $2,000, the
accrual to his deferred compensation agreement, $58,312 and life insurance
premiums, $1,080; for Mr. Crow contribution to the ESOP, $7,887, the Company's
matching contribution to the 401(k) Plan, $1,937, and life insurance premiums,
$523; for Mr. Rush contribution to the ESOP, $6,854, the Company's matching
contribution to the 401(k) Plan, $1,684, and life insurance premiums, $457; for
Mr. Powell contribution to the ESOP, $5,670, the Company's matching contribution
to the 401(k)Plan, $1,393, and life insurance premiums, $373. For 1996, this
category includes for Mr. May contribution to the ESOP, $6,544, the Company's
matching contribution to the 401(k) Plan, $1,875, the accrual to his deferred
compensation agreement, $54,785 and life insurance premiums, $1,350; for Mr.
Crow contribution to the ESOP, $6,387, the Company's matching contribution to
the 401(k) Plan, $1,875, and life insurance premiums, $1,024; for Mr.
Rushcontribution to the ESOP, $5,557, the Company's matching contribution to the
401(k) Plan, $1,598, and life insurance premiums, $894; for Mr. Powell
contribution to the ESOP, $4,543, the Company's matching contribution to the
401(k) Plan, $1,302, and life insurance premiums, $730. For 1995, this category
includes for Mr. May contribution to the ESOP, $5,842, the Company's matching
contribution to the 401(k) Plan, $950, the accrual to his deferred compensation
agreement, $52,176 and life insurance premiums, $1,080; for Mr. Crow
contribution to the ESOP, $5,301, the Company's matching contribution to the
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
401(k) Plan, $905, and life insurance premiums, $888; for Mr. Powell
contribution to the ESOP, $3,692, the Company's matching contribution to the
401(k) Plan, $654, and life insurance premiums, $725. Certain additional
personal benefits, including club memberships, 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 $50,000 or 10% of the aggregate compensation of
any such officer.
</FN>
</TABLE>
Option/SAR Grants During the 1997 Fiscal Year
The following table provides information on option/SAR grants to the named
executive officers during 1997.
<TABLE>
Option/SAR Grants in Last Fiscal Year
<CAPTION>
Individual Grants
Potential Realized
Number of Value at Assumed
Securities % of Total AnnualRates of
Underlying Options Exercise Stock Price
Options/ Granted to or Base Appreciation For
SARs Employees Price Expiration the Option Term
Name Granted(#) Fiscal Year ($/Sh) Date 5%($)(1)
- --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
10%($)(1)
J. Thomas May 9,000 16.82% $27.00 5/28/07 $152,821 $387,279
9,000 16.82% $27.00 5/28/08 $172,612 $450,307
9,000 16.82% $27.00 5/28/09 $193,393 $519,628
9,000 16.82% $27.00 5/28/10 $215,213 $595,902
9,000 16.82% $27.00 5/28/11 $238,123 $679,792
Barry L. Crow 0 -- --- --- --- ---
John L. Rush 0 -- --- --- --- ---
James P. Powell 0 -- --- --- --- ---
- ------------------
<FN>
1 The sum in these columns result from calculations assuming 5% and 10% growth
rates as set by the SEC and are not intended to forecast future price
appreciation of Common Stock of the Company.
</FN>
</TABLE>
Aggregated Option/SAR Exercises in the Last Fiscal Year and Fiscal Year End
Option Values
The following table sets forth information with respect to the named
executive officers concerning unexercised options held as of December 31, 1997.
<TABLE>
Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year End
Option/SAR Values
<CAPTION>
Shares Number of Securities Underlying Value of Unexercised
Acquired Value Unexercised Options at FY-End In-the-Money Options
on Exercise Realized Options at FY-End (#) at FY-End ($)(1)
Name (#) ($) Exercisable / Unexercisable Exercisable / Unexercisable
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
J. Thomas May 3,000 $73,937 34,500 / 46,500 $856,313 / $816,750
Barry L. Crow 1,200 $33,850 9,000 / 3,300 $245,100 / $ 63,050
John L. Rush 1,200 $33,850 8,100 / 2,700 $225,750 / $ 50,850
James P. Powell 300 $ 4,525 1,200 / 1,500 $ 21,700 / $ 26,600
- --------------------
<FN>
1 The Value Realized is computed using the exercise price upon exercise of the
respective options. The Value of Unexercised In-the-Money Options at FY-End is
computed using $42.00, the closing price for the Company's stock on December 31,
1997.
</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, 1992.
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>
1992 1993 1994 1995 1996 1997
- --------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
SFNC $100 $124 $106 $144 $195 $316
S&P 500 $100 $110 $112 $153 $189 $252
NASDAQ Bank $100 $114 $114 $169 $223 $377
</TABLE>
Deferred Compensation and Change in Control Arrangements
One of the individuals named above, J. Thomas May, is a party to a deferred
compensation agreement, under the terms of which Simmons First National Bank,
agrees to pay to Mr. May, 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 him 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 agreement provides that, in the event of
a change of control of the Company and the subsequent separation from service of
Mr. May, eligibility to receive payments under the Agreement will be
accelerated. In such circumstance, if Mr. May 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 at such time he has not attained age 60, Mr. May will
be 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 Interlocks and Insider Participation
During 1997, the Executive Compensation and Retirement Committee was
composed of W. E. Ayres, 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 1997. Prior to retirement in 1983 and 1995, respectively, Louis L.
Ramsay, Jr. and W. E. Ayres were 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 Restricted Stock, 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 salary of the Chief Executive Officer of the
Company has been and is below the midpoint of the market compensation ranges for
this position.
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 and an executive stock
incentive plan for additional incentive compensation to certain executive
officers. The Plans provide 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 these Plans 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 401(k)
Plan to provide retirement benefits for substantially all of its employees,
including its executive officers. In addition, one of the subsidiary banks has
deferred compensation agreements for one of the executive officers, as a
supplement to the retirement benefits available under the other plans. This
agreement provides 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 options and
restricted stock grants.
The Chief Executive Officer was allocated 550 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
performance threshold for 1997. Based upon the 1997 performance of the Company,
the compensation value of each of his points was $101.34. The incentive
compensation earned by the Chief Executive Officer under this Program was
$55,739.00.
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
W. E. Ayres
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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 persons, the Company has identified the following persons
who failed to timely file the required statements during the preceding fiscal
year: Dr. Harry Ryburn reported on his Form 5 for 1997 two transactions late for
1995 and 1996 reflecting gifts to his children of interests in a family limited
partnership which held shares of the Corporation and two transactions by an
investment club in which he is a member reflecting his proportionate share of
purchases of stock in the corporation during 1987 totaling 33 shares. James P.
Powell reported on his 1997 Form 5 one purchase transaction for 5 shares during
1995 which had not been previously reported.
PROPOSAL TO INCREASE THE NUMBER OF AUTHORIZED SHARES
OF THE CLASS A COMMON STOCK OF THE CORPORATION
The Company's board of directors has determined that it is advisable, and
has voted unanimously, to recommend the adoption of an amendment to the Articles
of Incorporation to increase the number of authorized shares of Class A Common
Stock ("Common Stock") of the Company from 10,000,000 to 30,000,000 shares.
This proposal is to authorize additional shares of the Common Stock, the
Company's only outstanding class of stock. There are no preemptive rights with
respect to the shares of Common Stock.
The principal reason for the proposed amendment to increase the number of
authorized shares of the Common Stock is to provide sufficient shares to enable
the Company to issue additional shares, if needed, to effect future stock
dividends or to engage in acquisitive transactions. As of February 18, 1998, the
Company has 5,726,812 shares of Common Stock issued and outstanding, 216,900
shares of Common Stock committed to the Simmons First National Corporation
Incentive and Nonqualified Stock Option Plan and 142,000 committed to the
Simmons First National Corporation Executive Stock Incentive Plan. Management
believes the remaining number of authorized but unissued shares may not be
sufficient for future needs of the Company. If the proposed amendment is
approved by the shareholders, the additional authorized shares of Common Stock
will be available for general corporate purposes, including public offerings,
stock dividends and acquisitions. The Company presently has no specific plan for
the issuance or use of the additional shares sought to be authorized by this
proposal.
The Board of Directors proposes to amend the Articles of Incorporation as set
forth above and to restate the Articles of Incorporation of the Company with
such amendment. If authority to amend and restate the articles is granted by the
stockholders at the Shareholders' Meeting, management intends to file the
Amended and Restated Articles of Incorporation immediately following such
approval, and the Amended and Restated Articles of Incorporation will become
effective upon filing with the Arkansas Secretary of State.
ADOPTION OF THIS PROPOSAL REQUIRES THE AFFIRMATIVE VOTE OF THE HOLDERS OF AT
LEAST A MAJORITY OF THE SHARES OF COMMON STOCK OF THE COMPANY VOTING AT A
MEETING AT WHICH A MAJORITY OF THE SHARES OF COMMON STOCK OF THE COMPANY ARE
PRESENT, IN PERSON OR BY PROXY. THE BOARD OF DIRECTORS BELIEVES THAT THIS
PROPOSAL IS IN THE BEST INTERESTS OF ALL SHAREHOLDERS AND RECOMMENDS THAT
SHAREHOLDERS VOTE FOR ITS ADOPTION. UNLESS INSTRUCTED TO ABSTAIN OR VOTE AGAINST
THE PROPOSAL OR AUTHORITY TO VOTE IS WITHHELD, THE PERSONS NAMED IN THE
ACCOMPANYING FORM OF PROXY WILL VOTE THE SHARES REPRESENTED THEREBY IN FAVOR OF
APPROVAL OF THE PROPOSED AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The firm of Baird, Kurtz & Dobson served as the Company's auditors in 1997 and
has been selected to serve in 1998. Representatives of Baird, Kurtz & Dobson are
expected to be present at the shareholders meeting with the opportunity to make
a statement if they so desire 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, 1997, 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 1997 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 1999 ANNUAL MEETING
Proposals of shareholders intended to be presented at the 1999 annual meeting
of the shareholders of the Company must be received by the Company at its
principal executive offices on or prior to November 20, 1998, 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 20, 1998
APPENDIX A
SIMMONS FIRST NATIONAL CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR
THE ANNUAL MEETING OF STOCKHOLDERS, APRIL 28, 1998
The undersigned hereby constitutes and appoints William C. Bridgforth, Leigh
Spann and Eugene Hunt, as Proxies, each with the power of substitution, to
represent and vote as designated on this proxy card all of the shares of common
stock of Simmons First National Corporation held of record by the undersigned on
February 18, 1998, at the Annual Meeting of Shareholders to be held on Tuesday,
April 28, 1998, 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)
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 George A. Makris, Jr. Dr. Harry L. Ryburn
Ben V. Floriani J. Thomas May Donald W. Stone
Lara F. Hutt, III David R. Perdue Henry F. Trotter, Jr.
(3) To amend the Articles of Incorporation to increase the number of authorized
shares of Class A, $1.00 par value, Common Stock of the Company from 10,000,000
to 30,000,000.
____ FOR _____ AGAINST _____ ABSTAIN
(4) Upon such other business as may properly come before the meeting or any
adjournment or adjournments thereof.
The undersigned hereby constitutes and appoints Jane Roe Buckley, Eugene Hunt
and William C. Bridgforth, 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 February
28, 1997, at the Annual Meeting of Shareholders to be held on Tuesday, April 22,
1997, 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.
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.:___________
SIMMONS FIRST NATIONAL CORPORATION
PINE BLUFF, ARKANSAS
DINNER RESERVATION CARD
Please make reservations for the shareholder's dinner on April 28, 1998, 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.
