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] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14- 6(i)(1) 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 feeis 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
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1) Amount previously paid:
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4) Date Filed:
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SIMMONS FIRST NATIONAL CORPORATION
March 22, 1999
Dear Shareholder:
It is our pleasure to enclose the 1998 Annual Report for your Corporation. This
year marked our 95th year of service to our customers and the communities we
represent. During 1998, our associates excelled in meeting the many challenges,
while meeting the highest quality customer service standards. We hope you will
find the reading of this report another pleasing experience.
Our Annual Shareholders' Meeting will be held on the evening of Tuesday, April
27,1999 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
27.
Sincerely,
/s/ J. Thomas May
J. Thomas May
Chairman, President and
Chief Executive Officer
JTM/re
enclosure
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
27, 1999 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 February 18, 1999,
will be entitled to vote at the meeting.
BY ORDER OF THE BOARD OF DIRECTORS:
John L. Rush, Secretary
Pine Bluff, Arkansas
March 22, 1999
<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 27, 1999
Proxy and Proxy Statement furnished on or about March 22, 1999
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 27, 1999, 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.
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,
1999. On that date, the Company had outstanding 6,418,791 shares of the Common
Stock; 983,554 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 72,452 shares will not be voted at the meeting. Hence, 6,346,339 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.
<PAGE>
<TABLE>
<CAPTION>
Name and Address of Beneficial Owner Shares Owned Beneficially(1) Percent of Class
<S>
Simmons First National Corporation <C> <C>
Employee Stock Ownership Trust 471,566(2) 7.35%
501 Main Street
Pine Bluff, AR 71601
John Hancock Advisers, Inc. 333,500 5.20%
101 Huntington Avenue
Boston, MA 02199
Barry L. Crow(3) 25,527 *
J. Thomas May(4) 88,299 1.38%
John L. Rush(5) 21,135 *
James P. Powell(6) 12,158 *
All directors and officers as a group (12 persons) 405,303 6.31%
- -------------------------
<FN>
<PAGE>
* 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 6,989 shares; 10,038 shares were held in his
fully vested account in the ESOP, 300 shares were held by his wife, and 8,500
shares were deemed held through exercisable incentive stock options.
4 Mr. May owned of record 26,997 shares; 45 shares were owned by his wife;
60 shares were owned by his stepchildren; 5,697 shares were held in his fully
vested account in the ESOP; and 55,500 shares were deemed held through
exercisable stock options.
5 Mr. Rush owned of record 5,076 shares; 7,559 shares were held in his
fully vested account in the ESOP and 8,500 shares were deemed held through
exercisable incentive stock options.
6 Mr. Powell owned of record 3,935 shares; 76 shares were held jointly with
his wife; 408 shares were held by his wife; 6,739 shares were held in his fully
vested account in the ESOP and 1,000 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 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 27, 1999, 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:
<PAGE>
<TABLE>
<CAPTION>
Principal Director Shares Percent
Name Age Occupation1 Since Owned(2) of Class
<S> <C> <C> <C> <C> <C>
W. E. Ayres 68 Retired, formerly Chairman 1977 56,588(3) *
of the Company and the Bank
Ben V. Floriani 56 Chairman and Chief Executive 1988 20,473(4) *
Officer, Simmons First Bank
of South Arkansas
Lara F. Hutt, III 63 President, Hutt Building 1995(5) 37,254(6) *
Material Company, Inc.
George Makris, Jr. 42 President, M. K. 1997 12,6147 *
Distributors, Inc.
(Beverage Distributor)
J. Thomas May 52 Chairman, President and 1987 88,299(8) 1.38%
Chief Executive Officer of
the Company; Chairman
and Chief Executive Officer
of the Bank
David R. Perdue 64 Vice President, JDR, Inc. 1976 19,500(9) *
(Investments)
Harry L. Ryburn 63 Orthodontist 1976 1,236(10) *
Donald W. Stone 67 Retired, formerly 1977 87,667(11) 1.37%
Chairman, Simmons
First Bank of Jonesboro
Henry F. Trotter, Jr. 60 President, Trotter 1995(12) 22,852(13) *
Ford, Inc. and President,
Trotter Auto, Inc.
- ------------------
<FN>
<PAGE>
* 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 47,474 shares; 606 shares were owned jointly
with his wife; 8,508 shares were owned by his wife.
4 Mr. Floriani owned of record 7,650 shares; 6,123 shares were held in his
fully vested account in the ESOP; and 6,700 shares were deemed held through
exercisable stock options.
5 Prior to his election in 1995, Mr. Hutt had 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 26,997 shares; 45 shares were owned by his wife;
60 shares were owned by his stepchildren; 5,697 shares were held in his fully
vested account in the ESOP; and 55,500 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 partners in a family limited
partnership pursuant to which 1,236 shares held by the partnership are
attributable to Dr. Ryburn.
11 Mr. Stone owned of record 28,066 shares; 33,627 shares were owned by his
wife; and 33,627 were owned by a trust of which Mr. Stone is the trustee and
beneficiary.
12 Prior to his election in 1995, Mr. Trotter had 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 1998, 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), George Makris, Jr., 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 1998, this Committee met 12 times.
The Executive Compensation and Retirement Committee, which was composed of
W. E. Ayres, C. Ramon Greenwood (non-voting Advisory Director), Harry L. Ryburn,
David R. Perdue, Adam B. Robinson, Sr. (non-voting Advisory Director), and
Louis L. Ramsay, Jr. (non-voting Advisory Director) during 1998, 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 1998, the Executive Compensation and Retirement Committee
met 6 times.
The Board of Directors of the Company met 12 times during 1998, 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, Simmons First Bank of Northwest
Arkansas, American State Bank and Bank of Lincoln, banking subsidiaries of the
Company, have made loans and other extensions of credit to directors, officers,
employees and members of their immediate families, and from time to time
directors, officers and employees 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 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 1996, 1997 and 1998 of the
Chief Executive Officer and the three highest paid executive officers of the
Company, being the only executives whose total cash compensation exceeded
$100,000 during 1998.
<PAGE>
<TABLE>
Summary Compensation Table
<CAPTION>
Annual Compensation Compensation
---------------------------------------- --------------------------------------
Other
Annual Restricted Securities All Other
Name and Compen- Stock Underlying Compen-
Principal sation(2) Awards(3) Options/ sation(4)
Position Year Salary($) Bonus($)(1) ($) ($) SARs (#) ($)
<S> <C> <C> <C> <C> <C> <C> <C>
J. Thomas May, 1998 $275,000 $65,871 $ 9,700 $137,250 0 $57,698
Chief Executive 1997 $275,000 $55,739 $ 9,600 $ 79,875 45,000 $69,534
Officer 1996 $250,000 $55,855 $10,300 $ 0 0 $64,554
Barry L. Crow, 1998 $125,225 $30,402 $ 0 $ 0 1,000 $10,930
Executive Vice 1997 $121,578 $27,869 $ 0 $ 0 0 $10,347
President 1996 $118,037 $27,714 $ 800 $ 0 3,000 $ 9,286
John L. Rush, 1998 $109,377 $23,308 $ 9,700 $ 0 1,000 $ 9,447
Secretary 1997 $106,191 $21,282 $ 9,500 $ 0 0 $ 8,995
1996 $103,098 $21,163 $ 9,700 $ 0 3,000 $ 8,049
James P. Powell, 1998 $ 89,283 $20,268 $ 0 $ 0 1,000 $ 7,824
Senior Vice 1997 $ 86,683 $18,749 $ 0 $ 0 0 $ 7,436
President & Auditor 1996 $ 84,158 $18,644 $ 0 $ 0 3,000 $ 6,575
- ----------------------
<FN>
<PAGE>
1 These amounts are earned and paid pursuant to the Simmons First National
Corporation Incentive Compensation Program, which is 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 19, 1998 and May 29, 1997, Mr. May was awarded separate grants of
3,000 shares of restricted stock for purchase at $1.00 per share. The aggregate
value of each grant of the restricted stock (net of the purchase price) as of
December 31, 1998 was $108,375. The restricted shares in each grant 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 1998, this category includes for Mr. May contribution to the ESOP,
$8,447, the Company's matching contribution to the Section 401(k) Plan, $2,000,
the accrual to his deferred compensation agreement, $46,211 and life insurance
premiums, $1,040; for Mr. Crow contribution to the ESOP, $8,419, the Company's
matching contribution to the Section 401(k) Plan, $1,993, and life insurance
premiums, $518; for Mr. Rush contribution to the ESOP, $7,273, the Company's
matching contribution to the Section 401(k) Plan, $1,722, and life insurance
premiums, $452; for Mr. Powell contribution to the ESOP, $6,027, the Company's
matching contribution to the Section 401(k) Plan, $1,427, and life insurance
premiums, $370. For 1997, this category includes for Mr. May contribution to the
ESOP, $8,142, the Company's matching contribution to the Section 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 Section 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 Section 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 Section 401(k) Plan, $1,875, and life insurance
premiums, $1,024; for Mr. Rush contribution to the ESOP, $5,557, the Company's
matching contribution to the section 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 Section 401(k) Plan, $1,302, and life insurance
premiums, $730. 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>
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.
<PAGE>
Option/SAR Grants During the 1998 Fiscal Year
The following table provides information on option/SAR grants to the named
executive officers during 1998.
<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%($)(1) 10%($)(1)
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
J. Thomas May 0 0% $ 0.00 --- --- ---
Barry L. Crow 200 0.74% $45.25 3/5/03 $2,500 $ 5,525
200 0.74% $45.25 3/5/04 $3,078 $ 6,983
200 0.74% $45.25 3/5/05 $3,684 $ 8,586
200 0.74% $45.25 3/5/06 $4,321 $10,349
200 0.74% $45.25 3/5/07 $4,990 $12,289
John L. Rush 200 0.74% $45.25 3/5/03 $2,500 $ 5,525
200 0.74% $45.25 3/5/04 $3,078 $ 6,983
200 0.74% $45.25 3/5/05 $3,684 $ 8,586
200 0.74% $45.25 3/5/06 $4,321 $10,349
200 0.74% $45.25 3/5/07 $4,990 $12,289
James P. Powell 200 0.74% $45.25 3/5/03 $2,500 $ 5,525
200 0.74% $45.25 3/5/04 $3,078 $ 6,983
200 0.74% $45.25 3/5/05 $3,684 $ 8,586
200 0.74% $45.25 3/5/06 $4,321 $10,349
200 0.74% $45.25 3/5/07 $4,990 $12,289
- ------------------
<FN>
1 The sum in these columns result from calculations assuming 5% and 10% growth
rates as set by the SEC and are not intended to forecast future price
appreciation of Common Stock of the Company.
</FN>
</TABLE>
<PAGE>
Aggregated Option/SAR Exercises in the Last Fiscal Year and Fiscal Year End
Option Values
The following table sets forth information with respect to the named executive
officers concerning unexercised options held as of December 31, 1998.
<TABLE>
Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year End
Option/SAR Values
<CAPTION>
Shares Number of Securities Underlying Value of Unexercised
Acquired Value Unexercised Options at FY-End In-the-Money Options
on Exercise Realized Options at FY-End (#) at FY-End ($)(1)
Name (#) ($) Exercisable / Unexercisable Exercisable / Unexercisable
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
J. Thomas May 3,000 $99,062 45,000 / 33,000 $786,943 / $ 402,314
Barry L. Crow 1,200 $43,050 9,200 / 2,900 $185,074 / $ 30,113
John L. Rush 1,200 $44,550 8,000 / 2,600 $165,124 / $ 25,126
James P. Powell 1,400 $32,200 300 / 2,000 $ 3,437 / $ 15,850
- --------------------
<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 $37.125, the closing price for the Company's stock on December
31, 1998. </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, 1993.
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>
1993 1994 1995 1996 1997 1998
- ---------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
SFNC $100 $ 85 $116 $157 $254 $223
NASDAQ Bank $100 $100 $148 $196 $328 $325
S&P 500 $100 $101 $139 $171 $229 $294
</TABLE>
Compensation Committee Interlocks and Insider Participation
During 1998, the Executive Compensation and Retirement Committee was
composed of W. E. Ayres, C. Ramon Greenwood (non-voting Advisory Director),
David R. Perdue, Harry L. Ryburn, Adam B. Robinson, Sr. (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
1998. 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 utilizes a unitary compensation structure for its executive
officers and the executive officers of its subsidiaries. The compensation
program consists of four elements: Salary, Incentive Compensation, Stock Related
Compensation, and Retirement Compensation.
The Company, after consultation with a compensation consultant, has 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
targets the midpoint of the market salary range for each job grade, as adjusted
annually, as the guide for salaries for executive officers, who are
satisfactorily performing their duties.
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 incentive program 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.
Stock related compensation may consist of incentive stock options,
non-qualified options (with or without stock appreciation rights) or restricted
shares of the Company's stock. 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 Section
401(k) Plan to provide retirement benefits for substantially all of its
employees, including its executive officers.
Bases for the Chief Executive Officer's Compensation
The compensation of the chief executive officer is set by the Executive
Compensation and Retirement Committee and approved by the Board of Directors.
The committee and the Board examine the annual market analysis provided by the
compensation consultant retained by the Company prior to setting his
compensation. The committee emphasizes incentive compensation for the chief
executive officer, through the incentive compensation program and stock related
compensation. In analyzing the compensation of the chief executive officer, the
committee evaluates his performance in managing the operations as well as the
financial results of operations of the Company. Among the criteria examined are
internal management and leadership, revenue growth, expense control, net
earnings, market share, acquisition and expansion activities and other factors
deemed material to the job performance of the chief executive officer.
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 base salary of
the chief executive officer remained unchanged from 1997 to 1998.
The chief executive officer was allocated 650 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 1998. Based upon the 1998 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
$65,871.
The chief executive officer did not receive any stock option grants during
1998. However, he did receive a restricted stock grant of 3,000 shares. This was
the second grant of restricted stock in as many years. In 1997 the Company
adopted the executive stock incentive plan which made available 15,000 shares of
the Company's stock for issuance as grants of restricted shares. Shortly after
the establishment of the plan the Board of Directors expressed its intention to
grant these restricted shares to the chief executive officer over the next five
years based primarily upon the past performance of the Company under his
leadership but also to provide an additional incentive for him to remain in his
current position and to enhance the future performance of the Company.
In addition, Simmons First National Bank maintains a deferred compensation
agreement for the chief executive officer, 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 chief executive
officer.
EXECUTIVE COMPENSATION & RETIREMENT COMMITTEE
Harry L. Ryburn, Chairman Louis L. Ramsay, Jr. C. Ramon Greenwood
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 year, provided to
the Company by such person, the Company has identified the following person who
failed to timely file the required statements during the preceding fiscal year:
Ben Floriani reported on his Form 5, one transaction relating to an exercise of
a stock option for 1,200 shares which should have been reported on a Form 4 for
April, 1998.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The firm of Baird, Kurtz & Dobson served as the Company's auditors in 1998 and
has been selected to serve in 1999. 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, 1998, 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 1998 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 2000 ANNUAL MEETING
Shareholders who intend to have a proposal considered for inclusion in the
Company's proxy materials for presentation at the 2000 Annual Meeting of
Shareholders must submit the proposal to the Company no later than November 23,
1999. Shareholders who intend to present a proposal at the 2000 Annual Meeting
of Shareholders without inclusion of such proposal in the Company's proxy
materials are required to provide notice of such proposal to the Company no
later than February 6, 2000. The Company reserves the right to reject, rule out
of order, or take other appropriate action with respect to any proposal that
does not comply with these and other applicable requirements.
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 22, 1999
APPENDIX A
SIMMONS FIRST NATIONAL CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR
THE ANNUAL MEETING OF STOCKHOLDERS, APRIL 27, 1999
The undersigned hereby constitutes and appoints William C. Bridgforth, Bennye
Clemmons and Walter L. Littlejohn, 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, 1999, at the Annual Meeting of Shareholders to
be held on Tuesday, April 27, 1999, 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) 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.:___________
SIMMONS FIRST NATIONAL CORPORATION
PINE BLUFF, ARKANSAS
DINNER RESERVATION CARD
Please make reservations for the shareholder's dinner on April 27, 1999, 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.
