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Get filing alertsSFNC shareholders approve 3.55M share increase to equity plan, elect 14 directors
Filed May 13, 2026 · Period ending May 13, 2026 · ~1 min read
Key Changes
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Shareholders approved expanding the 2023 equity plan by 3.55M shares to 7.35M total, extending the term to 2036 and adding a $750K annual cap on non-employee director compensation.
Item 5.02 verify on EDGAR → -
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All 14 director nominees elected with 91-99% support; Marty Casteel received lowest support at 91.4% (101.3M for, 9.5M against).
Item 5.07 verify on EDGAR → -
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Say-on-pay passed with 89.7% approval (99.2M for, 11.4M against); 10.3% opposition within normal range for executive compensation votes.
Item 5.07 verify on EDGAR → -
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Shareholders ratified Forvis Mazars as 2026 auditor with 95.8% support (121.3M for, 5.3M against).
Item 5.07 verify on EDGAR →
Summary
Simmons First National held its 2026 annual meeting on May 13, with shareholders approving all management proposals. The most material outcome was approval of an amended equity compensation plan that increases the share authorization by 3.55 million shares to 7.35 million total, extends the plan term through 2036, and introduces a $750,000 annual cap on non-employee director compensation.
The expansion provides additional capacity for employee and executive equity grants over the next decade. All governance votes passed with strong support. The 14-member board was re-elected with support ranging from 91% to 99%, indicating broad shareholder confidence in the current directors.
Executive compensation received 89.7% approval on the advisory say-on-pay vote, with 10.3% opposition falling within typical ranges and suggesting no significant shareholder concerns about pay practices. The auditor ratification passed with 95.8% support. These results reflect routine, healthy shareholder approval across all proposals with no contested outcomes.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
Show 2 minor / wording changes
Added in current filing · verify on EDGAR →
In addition, the Amended and Restated 2023 Plan adds an annual $750,000 limit on combined cash and equity compensation for the Corporation’s non-employee directors, subject to exceptions in extraordinary circumstances
The amended plan introduces a new annual cap of $750,000 on total compensation (cash plus equity) for non-employee directors, with exceptions allowed in extraordinary circumstances. This formalizes a limit on director pay.
Added in current filing · verify on EDGAR →
Finally, the Amended and Restated 2023 Plan extends the plan’s term for granting awards to May 12, 2036, from the current expiration date of April 17, 2033.
The plan's expiration date for granting new awards has been extended by approximately $750,000 three years, from April 2033 to May 2036. This gives the company a longer runway to issue equity compensation under the plan.
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
SFNC held its 2026 annual meeting, electing 14 directors and approving executive compensation, auditor selection, and an equity plan.
Added in current filing · verify on EDGAR →
At the Meeting, all fourteen directors were elected by proxies solicited pursuant to Section 14 of the Securities Exchange Act of 1934, without any solicitation in opposition thereto.
All fourteen director nominees were elected to the board. Director support ranged from approximately 91% to 99% of votes cast, with Marty D. Casteel receiving the lowest support at 91.4% (101,312,531 for vs. 9,498,689 against) and Julie Stackhouse receiving the highest at 99.1% (109,766,699 for vs. 1,044,312 against). All results reflect strong shareholder approval.
Added in current filing · verify on EDGAR →
Approval of the Amended and Restated Simmons First National Corporation 2023 Stock and Incentive Plan 106,935,113 | 3,670,446 | 428,875 | 15,779,406
Shareholders approved the Amended and Restated 2023 Stock and Incentive Plan with 96.7% of votes cast in favor (106,935,113 for vs. 3,670,446 against). This plan will govern future equity-based compensation for executives and employees.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 17, 2026 · How we verify