Simmons First National (SFNC) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 7, 2025, to elect 14 directors, approve executive compensation, ratify the selection of FORVIS MAZARS, LLP as independent auditors, and address other business.

• Shareholders of record as of March 5, 2025, are entitled to vote, with each share of Class A Common Stock carrying one vote.

• Proxy materials, including the Notice, Proxy Statement, and Annual Report, are available online, and proxies can be revoked at any time before voting.

• The company emphasizes a strong pay-for-performance philosophy in executive compensation, aligning incentives with company and individual performance.

• Forward-looking statements address future growth, strategies, governance, and risk factors, with caution regarding inherent uncertainties.

Voting matters and shareholder proposals

• Proposals include fixing the number of directors at 14, electing directors, approving executive compensation (say-on-pay), and ratifying the independent auditor.

• Shareholders can abstain or withhold votes, and broker non-votes are counted for quorum but not for or against proposals.

• Shareholder proposals for the 2026 meeting must be submitted by December 3, 2025, for inclusion in the proxy statement.

Board of directors and corporate governance

• Thirteen of fourteen directors are independent; all members of the Audit, Compensation, and Nominating & Corporate Governance Committees are independent.

• The board structure allows flexibility between combined or separate Chairman and CEO roles, currently unified.

• Annual board and committee self-evaluations are conducted, and a strong lead independent director provides oversight.

• The Nominating & Corporate Governance Committee seeks diverse nominees in terms of experience, skills, gender, age, and geography.

• Directors are elected annually, and there are stock ownership guidelines for directors and executives.