Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 25, 2023, Simmons First National Corporation ("Company") entered into
a second amendment ("Amendment") to the Deferred Compensation Agreement dated
January 2, 2013, by and between the Company and George A. Makris, Jr., the
Company's executive chairman, as amended on January 25, 2018 ("Agreement"). The
Amendment revises the definition of "Final Average Compensation" to mean the
average of the sum of the salary and cash bonuses (inclusive of all
discretionary bonuses and cash incentive programs in which Mr. Makris
participated) for the last five consecutive, completed calendar years of service
ending on December 31, 2022. The Amendment also provides that Final Average
Compensation shall be subject to a cost-of-living adjustment, beginning in 2023
and continuing each calendar year thereafter until the calendar year during
which payments under the Agreement begin, based on the cost-of-living adjustment
percentage applicable to social security benefits for the immediately succeeding
calendar year as determined by the Social Security Administration in accordance
with the Social Security Act.
The foregoing description of the Amendment does not purport to be complete and
is subject to, and qualified in its entirety by, the full text of the Amendment,
which is attached as Exhibit 10.1 and incorporated by reference herein.
In addition, pursuant to the compensation arrangement approved by the board of
directors of the Company ("Board") on January 20, 2023, in connection with Mr.
Makris's appointment as the Company's executive chairman and chairman of the
Board, Mr. Makris will receive an annual base salary of $1,000,000 and an annual
executive stipend of $12,000. Mr. Makris will also be eligible to receive an
equity incentive award with a target amount of 200% of base salary - with an
opportunity of up to 150% of target. Mr. Makris will not participate in the
Company's cash incentive plan for 2023. Mr. Makris will continue to receive
other executive and employee benefits as outlined in the Company's proxy
statement for the Company's 2022 annual meeting of shareholders.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
10.1 Second Amendment to Deferred Compensation Agreement for George A.
Makris, Jr., dated January 25, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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