SIMMONS FIRST NATIONAL CORP (Form: 8-K, Received: 12/19/2014 14:51:47)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Exchange Act of 1934

Date of Report (Date of earliest event reported) December 15, 2014

SIMMONS FIRST NATIONAL CORPORATION

( Exact name of registrant as specified in its charter)

Arkansas	0-6253	71-0407808
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

501 Main Street, Pine Bluff, Arkansas		71601
(Address of principal executive offices)		(Zip Code)

(870) 541-1000

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01

Entry into a Material Definitive Agreement.

Agreement and Plan of Merger with Community First Bancshares, Inc.

On May 6, 2014, the Company entered into an Agreement and Plan of Merger (“CFB Merger Agreement”) with Community First Bancshares, Inc. (“Community First”) which was disclosed in a Form 8-K filed on May 6, 2014. A regulatory application was filed with the Board of Governors of the Federal Reserve System (“FRB”) on July 16, 2014 to approve the merger of Community First with and into the Company. The application is still pending before FRB.

The CFB Merger Agreement provides that either the Company or Community First may terminate the CFB Merger Agreement if the merger has not closed by December 31, 2014. However, either the Company or Community First may extend the date upon which the Merger Agreement may first be terminated, if one of the reasons that the merger has not closed is the failure to obtain regulatory approval. On December 15, 2014, the Company gave Community First notice of the extension of the optional termination date from December 31, 2014 until February 28, 2015.

Agreement and Plan of Merger with Liberty Bancshares, Inc.

On May 27, 2014, the Company entered into an Agreement and Plan of Merger (“LBI Merger Agreement”) with Liberty Bancshares, Inc. (“Liberty”) which was disclosed in a Form 8-K filed on May 28, 2014. A regulatory application was filed on July 16, 2014 with the FRB to approve the merger of Liberty with and into the Company. The application is still pending before FRB.

The LBI Merger Agreement provides that either the Company or Liberty may terminate the LBI Merger Agreement if the merger has not closed by December 31, 2014. However, either the Company or Liberty may extend the date upon which the LBI Merger Agreement may first be terminated if one of the reasons that the merger has not closed is failure to obtain regulatory approval. On December 15, 2014, the Company gave Liberty notice of the extension of the optional termination date from December 31, 2014 until April 30, 2015.

Item 5.02

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

(d) On Monday, December 15, 2014, Simmons First National Corporation Board of Directors approved the increase in the size of the Board of Directors from 12 to 13 and the appointment of Scott McGeorge, as a director of the Company. Mr. McGeorge was appointed to the Executive Committee, Audit Committee, Compensation Committee, Nominating & Corporate Governance Committee and the Risk Committee. Mr. McGeorge works for a group of family owned companies that include Pine Bluff Sand & Gravel Co., McGeorge Contracting Co., Inc. and Cornerstone Farm and Gin Co., where he serves as President, Chairman and Senior Vice President, and Vice President, respectively. The companies perform marine construction in a multistate regional area, build highways and similar projects, mine various minerals and produce and sell stone products, asphalt pavement and sand. Cornerstone is engaged in farming operations.

Mr. McGeorge previously served on the Board from 2005 through 2014, but upon attaining age 70, in accordance with the policy of the Company, did not stand for re-election. The recent amendment of the Company’s Corporate Governance Principles to allow service by directors until age 72 has allowed Mr. McGeorge to be eligible to continue his service as a director.

(e) The Board of Directors of the Company, upon recommendation of the Nominating, Compensation and Corporate Governance Committee, adopted the Simmons First National Corporation 2015 Employee Stock Purchase Plan on December 15, 2015 and directed that the Plan be submitted to the Company's shareholders for approval at its next annual shareholders' meeting to be held on April 30, 2015. The Board allocated 100,000 shares of Company stock to the Plan. The 2015 Plan is similar to the Employee Stock Purchase Plan adopted by the Company in 2011 which will expire on December 31, 2015, however the new plan provides more flexibility to the Board in designing the offerings under the plan. The 2015 Plan provides eligible employees with the opportunity to purchase Company stock in up to ten 12 month offering periods at a price equal no less than 85% of the lesser of (i) the closing price of the Company's stock on the first day of the offering period or (ii) the closing price on the last day of the offering period. Each Offering will define the employees that are eligible to participate. Generally, all employees of the Company and its subsidiaries will be eligible to participate, provided that each offering may exclude (i) employees who have been employed less than 2 years, (ii) employees whose customary employment is 20 hours or less per week, (iii) employees whose customary employment is for not more than 5 months in any calendar year, and (iv) highly compensated employees (within the meaning of section 414(q) of the Internal Revenue Code). Participating employees may make contributions to the plan not in excess of the lesser of the maximum contribution amount set forth in the offering or $25,000 annually. The Compensation Committee will administer the 2015 Plan. The Compensation Committee has the authority, subject to the terms of the Plan, to (i) adopt, alter, and repeal administrative rules and practices governing the Plan; (ii) interpret the terms and provisions of the Plan; and (iii) otherwise supervise the administration of the Plan. A copy of the plan is included as Exhibit 10.1.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 15, 2014, the Board of Directors of the Company, upon recommendation of the Nominating, Compensation and Corporate Governance Committee, adopted and approved an amendment and restatement of the Company’s bylaws (“Restated Bylaws”), which became effective immediately upon their adoption. The Board adopted the Restated Bylaws primarily to strengthen the Company’s overall corporate governance, restructure the standing committees of the Board and to update certain provisions related to the description of the Company’s management structure and governing law. The Restated Bylaws, among other things:

change the criteria for the limitation on the number of directors that the Board can add between shareholders’ meetings from the number of directors last elected at an annual shareholders’ meeting to the number of directors last set by the shareholders;

revise the standing committees of the board to add the Risk Committee, separate the Nominating, Compensation & Corporate Governance Committee into a Compensation Committee and a Nominating & Corporate Governance Committee and revise the responsibilities and procedures for the committees;

eliminate the generic duties of the specified officers and provide added flexibility to the Board in designing a management structure by allowing the Board to define the titles, duties and responsibilities of the of Company’s officers; and

delete references to the Arkansas Business Corporation Act of 1965 which has been superseded by the Company's prior election to be governed by the Arkansas Business Corporation Act of 1987 and certain other non-substantive changes.

The foregoing description is not intended to be complete and is qualified in its entirety by reference to the Company’s Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1.

Item 5.05

Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

On December 15, 2014, the Board of Directors of the Company, upon recommendation from the Nominating, Compensation and Corporate Governance Committee, made certain stylistic, technical, administrative and other non-substantive amendments to the Company’s Code of Ethics. The revised Code of Ethics is available for review or download in the Investor Relations section of the Company’s website, www.simmonsfirst.com .

Item 8.01

Other Events

In connection with the amendment of the bylaws amending the provisions governing standing committees and officers, a thorough review was made of the Company’s Corporate Governance Principles. Following the review, the Corporate Governance Principles were revised to reflect the amendments to the Bylaws, other changes in the underlying governance policies of the Company as well as stylistic and organizational changes. The Board of Directors, upon recommendation from the Nominating, Compensation and Corporate Governance Committee, adopted the revised Corporate Governance Principles on Monday, December 15, 2014. The revised Corporate Governance Principles are available for review or download in the Investor Relations section of the Company’s website, www.simmonsfirst.com .

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
3.1	Bylaws of Simmons First National Corporation (amended and restated)

10.1	Simmons First National Corporation 2015 Employee Stock Purchase Plan

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SIMMONS FIRST NATIONAL CORPORATION


	/s/ Robert A. Fehlman
Date: December 19, 2014	Robert A. Fehlman, Senior Executive Vice President,
	Chief Financial Officer and Treasurer

Exhibit 3.1

BY-LAWS

SIMMONS FIRST NATIONAL CORPORATION

ARTICLE I. OFFICES

The principal office of the Corporation in the State of Arkansas shall be located at 501 Main Street in the City of Pine Bluff, County of Jefferson. The Corporation may have such other offices, either within or without the State of Arkansas, as the Board of Directors (herein, “Board”) may designate or as the business of the Corporation may require from time to time.

The registered office of the Corporation required by The Arkansas Business Corporation Act of 1987, as amended, to be maintained in the State of Arkansas may be, but need not be, identical with the principal office in the State of Arkansas, and the address of the registered office may be changed from time to time by the Board.

ARTICLE II. SHAREHOLDERS

Section 1. Annual Meeting. The annual meeting of the shareholders, for the purpose of electing directors and such other business as may properly come before the meeting, shall be held on such date and at such place as the Board shall from time to time determine by resolution adopted at a regular meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of Arkansas, such meeting shall be held on the next succeeding business day. If the election of directors shall not be held on the day designated for the annual meeting of the shareholders, or at any adjournment thereof, the Board shall cause the election to be held at a special meeting of the shareholders as soon thereafter as conveniently may be held.

Section 2. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the Chairman of the Board, Chief Executive Officer, President or by the Board, and shall be called by the Chairman of the Board or the President at the request of the holders of not less than one-tenth of all the outstanding shares of the Corporation entitled to vote at a meeting.

Section 3. Place of Meeting. The Board may designate any place, either within or without the State of Arkansas, as the place of meeting for any annual meeting or for any special meeting called by the Board. If no designation is made, the place of meeting shall be the principal office of the Corporation in the State of Arkansas.

Section 4. Notice of Meeting. Written or printed notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, unless one of the purposes of the meeting is to increase the authorized capital stock or bond indebtedness of the Corporation, in which case the notice shall be delivered not less than sixty (60) nor more than seventy-five (75) days prior to the date of the meeting, either personally or by mail, at the direction of the Chairman of the Board, the Chief Executive Officer, the President, or the Secretary, or the officer or persons calling the meeting of each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at the address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid.

Section 5. Fixing of Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of the Corporation may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than seventy (70) days prior to the date of the meeting or action requiring a determination of shareholders. If no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board declaring such dividend is adopted, as the case may be, shall be the record date for such action. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply, in the absence of further Board action, to any adjournment of such meeting to a date not more than one hundred-twenty (120) days after the date of the original meeting. In the event of any adjournment of a meeting, the Board may set a new record date for such adjourned meeting and, in all events, shall establish a new record date if the meeting is adjourned to a date more than one hundred-twenty (120) days after the date of the original meeting.

Section 6. Voting Lists. The officer or agent having charge of stock transfer books for shares of the Corporation shall make a list of the shareholders who are entitled to notice of the meeting, or any adjournment thereof, arranged in alphabetical order, with the address and number of shares held by each shareholder. This list, shall be kept on file at the principal office of the Corporation, commencing not later than two (2) business days after the mailing of the notice of the meeting, and shall be subject to inspection and, subject to the provisions of A.C.A. 4-27-1602(c), copying by any shareholder, at the expense of the shareholder, at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder at any time during the meeting. The original stock transfer book shall be prima facie evidence as to who are the shareholders entitled to examine such lists or transfer books or to vote at any meeting of shareholders.

Section 7. Quorum. A majority of the votes entitled to be cast, represented in person or by proxy, shall constitute a quorum at a meeting of the shareholders. If less than a majority of the votes entitled to be cast are represented at a meeting, a majority of the votes so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough votes to leave less than a quorum.

Section 8. Proxies. At all meetings of shareholders, a shareholder may vote by proxy executed in writing by the shareholder or by a duly authorized attorney in fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

Section 9. Voting of Shares. Each outstanding share of Class A common stock shall be entitled to one vote upon each matter submitted to vote at a meeting of shareholders.

Section 10. Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the by-laws of such corporation may prescribe, or in the absence of such provision, as the Board of such corporation may determine.

Shares held by an administrator, executor, guardian or conservator may be voted by the fiduciary either in person or by proxy, without a transfer of such shares into such fiduciary’s name. Shares standing in the name of a trustee may be voted by the trustee, either in person or by proxy, but no trustee shall be entitled to vote shares held as trustee without a transfer of such shares into the trustee’s name.

Shares standing in the name of a receiver (including a trustee in bankruptcy) may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into the receiver’s name, if authority to do so is contained in an appropriate order of the court by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Shares of its stock held by its subsidiaries in a fiduciary capacity may be voted only by a co-fiduciary or by a person or persons designated in the instrument creating the fiduciary relationship. Shares of its own stock belonging to the Corporation or held by it or its subsidiaries in a fiduciary capacity shall not be voted, directly or indirectly, at any meeting, other than as specified above, and unless such shares may be voted by a co-fiduciary or designated as specified above, shall not be counted in determining the total number of outstanding shares at any given time.

Section 11. Voting for Directors. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote thereon. Shareholders shall not be allowed to vote cumulatively for the election of Directors.

ARTICLE III. BOARD OF DIRECTORS

Section 1. General Powers. The business and affairs of the Corporation shall be managed by the Board.

Section 2. Number, Tenure and Qualifications. The number of directors with which this Corporation shall commence business shall be one, but the number of directors to be elected at the annual shareholders’ meeting shall be prescribed at said meeting, and shall be not less than five (5) nor more than twenty-five (25), the exact number within such minimum and maximum limits to be prescribed and determined from time to time by resolution of the shareholders at any meeting thereof, or by resolution of a majority of the Board. However, between shareholders’ meetings a majority of the Board may increase the number of directors by two (2) more than the number of directors last set by the shareholders, where such number was fifteen (15) or less, and by four (4) more than the number of directors last set by the shareholders, where such number was sixteen (16) or more, but in no event shall the number of directors exceed twenty-five (25). Each director shall hold office until the next annual meeting of the shareholders following the date of election and until a successor shall have been elected and qualified. Directors need not be residents of the State of Arkansas.

Section 3. Advisory Directors. The Board of this Corporation may elect individuals to serve as Advisory Directors, and they may attend meetings of the Board and may receive compensation for attendance. The Advisory Directors shall serve at the pleasure of the Board of this Corporation for such terms as the Board by resolution may establish. The function of such Advisory Directors shall be to advise and consult with the regular Board with respect to the affairs of the Corporation. Advisory Directors shall not be entitled to vote on matters which come before the Board or any committee thereof.

Section 4. Regular Meetings. The regular meetings of the Board shall be held, without notice, on the dates designated by resolution of the Board at the principal business office. When any regular meeting of the Board falls upon a holiday, the meeting shall be held the next business day unless the Board shall designate some other day.

Section 5. Special Meetings. Special meetings of the Board may be called by or at the request of the Chairman of the Board, the Chief Executive Officer, the President or any three (3) or more directors. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of Arkansas, as the place for holding any special meeting of the Board called by them.

Section 6. Notice. Notice of any special meeting shall be given, when practicable in light of the circumstances, at least one day previously thereto by written notice delivered personally, deposited into the United States mail, or sent by telefacsimile, e-mail or electronic process. If mailed, such notice shall be deemed to be delivered when deposited in the United Sates mail, with postage thereon prepaid. If notice is given by telefacsimile, e-mail or electronic process such notice shall be deemed to be delivered upon transmission. Any director may waive notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at nor the purpose of any regular meeting of the Board need be specified in the notice or waiver of notice of such meeting.

Section 7. Quorum and Voting. A majority of the number of directors prescribed pursuant to Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board, but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice. A vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board.

Section 8. Manner of Meeting. Any regular or special meeting may be conducted, in person or through the use of any means of electronic communication by which all directors participating may simultaneously hear each other during the meeting. If any meeting is held in which some or all of the directors participate therein through the use of electronic communication such director or directors shall be deemed to be present in person at the meeting.

Section 9. Vacancies. Any vacancy occurring in the Board may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board. A director elected to fill a vacancy shall be elected for the unexpired term of the predecessor in office. Any directorship to be filled by reason of an increase in the number of directors shall be filled by an election at an annual meeting or at a special meeting of shareholders called for that purpose, or by the directors at a regular or special meeting as authorized in Article III.

Section 10. Compensation. By resolution of the Board, the directors may be paid their expenses, if any, of attendance at each meeting of the Board or Board Committee, and may be paid a retainer plus a fixed sum for attendance at each meeting of the Board or Board Committee or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 11. Presumption of Assent. A director of the Corporation who is present at a meeting of the Board at which action on any corporate matter is taken shall be presumed to have assented to the action taken, unless (1) the Director objects to holding the meeting or transacting business at the meeting, or (2) a dissent or abstention shall be entered in the minutes of the meeting, or (3) the director shall deliver a written notice of dissent or abstention to such action to the presiding officer of the meeting before adjournment or to the Corporation immediately after adjournment. Such right to dissent shall not apply to a director who voted in favor of such action.

Section 12. Informal Action by Directors. Any action required to be taken at a meeting of the directors, or any other action which may be taken at a meeting of the directors, may be taken without a meeting if a consent in writing, setting for the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof.

Section 13. Lead Director. There may be one independent director selected by the Board to be named Lead Director. Any director so elected shall preside at executive sessions of the directors, communicate with the Chief Executive Officer on any matters discussed by the directors in executive session, maintain the minutes of any executive session, and such other matters as directed by the directors. The Lead Director shall be elected annually at the first meeting of the directors after the annual meeting.

ARTICLE IV. COMMITTEES

Section 1. Standing Committees. The Corporation shall have five (5) standing committees, Executive Committee, Audit Committee, Compensation Committee, Nominating & Corporate Governance Committee and Risk Committee. Each standing committee shall consist of such number of directors as the Board may determine, provided that no committee shall have fewer than three (3) directors. All standing committees, except the Executive Committee, shall consist of independent directors. The Board shall apply the independence criteria set forth in the applicable NASDAQ listing requirements and S.E.C. rules and regulations, noting the differing standards of independence that may be applicable to different committees or positions, as well any additional criteria that the Board may determine to be appropriate in assessing the independence of a director.

The size of each standing committee and the selection of the directors serving on each of the standing committees shall be determined by the Board annually. Each standing committee shall select a chairman and a secretary. The chairman shall preside over the meetings of the committee and the secretary shall record minutes of each meeting as a formal record of the deliberations and recommendations of the committee. Each standing committee shall meet in scheduled meetings as determined by the Board and upon call of the chairman or upon written request of two (2) or more members of the committee. Except for any executive sessions conducted by the committees, the Chairman of the Board and the Chief Executive Officer of the Corporation shall be authorized to attend all meetings of the standing committees.

The Board may delegate to any standing committee any of the powers and authority of the Board regarding management of the business and affairs of the Corporation, except those powers not subject to delegation as set forth in A.C.A. 4-27-825(e). Any decision made or action taken by any standing committee, based under such delegation, shall be reported to the Board at its next regular meeting.

Section 2. Executive Committee. The duties and responsibilities of the Executive Committee shall include, but shall not be limited to, the following:

(1)

Consult with the executive management regarding matters related to the policies and management decisions of the Corporation and its subsidiaries,

(2)

Monitor and assist, where desirable, in acquisition and merger matters,

(3)

Review and assist in the formulation of policies, and

(4)

Such other matters as may be delegated to the committee by the Board from time to time.

Section 3. Audit Committee. The Audit Committee shall assist the Board in fulfilling its responsibility to the Corporation’s shareholders with respect to its oversight of:

(1)

The integrity and accuracy of the Corporation’s financial statements;

(2)

The Corporation’s process for monitoring compliance with financial reporting laws and regulations;

(3)

The Corporation’s internal system of accounting and financial controls;

(4)

The Corporation’s internal audit function and financial audit process;

(5)

The appointment, compensation, retention and evaluation of the Corporation’s independent auditor and Internal Audit Group Manager; and

(6)

Such other matters as may be delegated to the committee by the Board from time to time.

The authority, duties and responsibilities of the committee shall be set forth in a Committee Charter adopted by the committee and approved by the Board.

Section 4. Compensation Committee . The Compensation Committee shall assist the Board in fulfilling its responsibility to the Corporation’s shareholders with respect to its oversight of:

(1)

The Corporation’s Human Resources Group in developing and implementing appropriate organizational plans and compensation philosophy for the Corporation and its subsidiaries;

(2)

The Corporation’s Human Resources Group in developing and administering personnel-related policies, procedures, plans, agreements and programs for the Corporation and its subsidiaries;

(3)

The Corporation’s overall compliance with applicable laws, rules and regulations in the area of human resources;

(4)

The recruitment, appointment and evaluation of the Chief Executive Officer and other senior executive officers comprising Management of the Corporation;

(5)

The compensation and benefit plans of the Chief Executive Officer and other senior executive officers comprising Management of the Corporation;

(6)

The Chief Executive Officer and Management succession planning process;

(7)

The form and amount of director compensation; and

(8)

Such other matters as may be delegated to the committee by the Board from time to time.

The authority, duties and responsibilities of the committee shall be set forth in a Committee Charter adopted by the committee and approved by the Board.

Section 5. Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee shall assist the Board in fulfilling its responsibility to the Corporation’s shareholders with respect to its oversight of:

(1)

The identification, evaluation and recommendation of prospective directors and advisory directors of the Corporation and its subsidiaries;

(2)

The evaluation of the existing directors and advisory directors of the Corporation and its subsidiaries;

(3)

The assignment of the existing directors and advisory directors of the Corporation and its subsidiaries to the various committees of the Board and the boards of the Corporation’s subsidiaries;

(4)

The evaluation of the charters of the various committees of the Board and the boards of the Corporation’s subsidiaries;

(5)

The development and continued review of a set of Corporate Governance Principles applicable to the Corporation and its subsidiaries;

(6)

The By-Laws of the Corporation and its subsidiaries; and

(7)

Such other matters as may be delegated to the committee by the Board from time to time.

The authority, duties and responsibilities of the committee shall be set forth in a Committee Charter adopted by the committee and approved by the Board.

Section 6. Risk Committee. The Risk Committee shall assist the Board in fulfilling its responsibility to the Corporation’s shareholders with respect to its oversight of:

(1)

The Corporation’s enterprise risk management function; regulatory compliance function and overall risk governance structure;

(2)

The development of the Corporation’s Risk Appetite Statement, which is further supported by the Corporation’s Risk Appetite Framework;

(3)

The development and implementation of the Corporation’s Risk Appetite Framework, with an enterprise view of risk capacity, risk appetite, risk tolerances, risk limits, and which is further supported by the Corporation’s Enterprise Risk Management Framework;

(4)

The development and implementation of the Corporation’s Enterprise Risk Management Framework, including the implementation of consistent policies, procedures, processes and systems for identifying, measuring, monitoring, controlling and reporting risks of all types, including the categories of credit risk, market risk, liquidity risk, operational risk, regulatory compliance risk, legal risk, reputation risk and strategic risk;

(5)

The adequacy of the Corporation’s annual Enterprise Risk Self-Assessment; and

(6)

Such other matters as may be delegated to the committee by the Board from time to time.

The authority, duties and responsibilities of the committee shall be set forth in a Committee Charter adopted by the committee and approved by the Board.

Section 7. Other Committees. The Board may also appoint from among its own members such other committees as the Board may determine, which shall in each case consist of not less than three (3) directors, and which shall have such powers and duties as shall from time to time be prescribed by the Board. The Secretary shall maintain a list of the committees of the Corporation, as same exist from time to time, and attach a copy hereto as an Appendix.

Section 8. Procedure. A majority of the members of any committee may fix its rules of procedure. Upon the request of the Board, all actions by any committee shall be reported to the Board which actions shall be subject to revision, alteration and approval by the Board; provided that no rights or acts of third parties shall be affected by any such revision or alteration.

ARTICLE V. OFFICERS

Section 1. Number. The officers of the Corporation shall be appointed or elected by the Board. The officers shall be a Chairman of the Board, a Chief Executive Officer, President, such number of Vice Chairman, Vice Presidents or other officers as the Board may from time to time determine, a Secretary, a Chief Financial Officer, a Treasurer, and a Controller. The Chairman of the Board shall preside at all meetings of the Board and stockholders and shall perform such other duties as may be assigned from time to time by the Board. In the absence of the Chairman or if such office shall be vacant, the lead director shall preside at all meetings of the Board and the Chief Executive Officer shall preside at all meetings of the stockholders. In the absence of a lead director, the Chief Executive Officer shall preside at all meetings of the Board, and in the absence of any of them, any other Board member designated by the Board may preside at all meetings of the stockholders and of the Board. The Board may appoint or elect a person as a Vice Chairman without regard to whether such person is a member of the Board. Any two or more offices may be held by the same person. The Secretary, or such officer as the Board may designate, shall maintain a list of the officers of the Corporation, as same exist from time to time and attach a copy hereto as an Appendix.

Section 2. Election and Term of Office. The officers of the Corporation to be elected by the Board shall be elected annually by the Board at the first meeting of the Board held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as is convenient. Each officer shall hold office until a successor shall have been duly elected and qualified or until such officer’s death, resignation or removal in the manner hereinafter provided.

Section 3. Removal. Any officer or agent elected or appointed by the Board may be removed by the Board whenever, in its judgment, the best interests of the Corporation would be served thereby, but such removal shall be without prejudice as to any contract rights of the person so removed.

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board for the unexpired portion of the term.

Section 5. Duties. The officers, agents, and employees shall perform the duties and exercise the powers usually incident to the offices or positions held by them respectively, and such other duties and powers as may be assigned to them from time to time by the Board or the Chief Executive Officer.

Section 6. Salaries. The salaries of the Chairman of the Board and the Chief Executive Officer shall be fixed from time to time by the Board upon recommendation from the Compensation Committee. The salaries of the officers (other than the Chairman of the Board and the Chief Executive Officer) shall be presented from time to time by the Chief Executive Officer to the Compensation Committee and the Board for review and approval. No officer shall be prevented from receiving a salary due to service as a director of the Corporation.

ARTICLE VI. CONTRACTS, LOANS, CHECK AND DEPOSITS

Section 1. Contracts. The Board may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of an on behalf of the Corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name, unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances.

Section 3. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall be determined by resolution of the Board.

Section 4. Deposits. All funds of the Corporation not otherwise employed shall be deposited to the credit of the Corporation in such banks, trust companies or other depositories as the Board may select.

ARTICLE VII. SHARES AND THEIR TRANSFER

Section 1. Shares . The shares of the Corporation may be represented by certificates or may be uncertificated. The shares of stock of the Corporation shall be eligible for a Direct Registration Program operated by a clearing agency registered under Section 17A for the Securities Exchange Act of 1934, as amended.

Section 2. Certificates of Shares. Certificates representing shares of the Corporation shall be in such form as shall be determined by the Board. Such certificates shall be signed by the Chairman of the Board, Chief Executive Officer, President or a Vice-President and by the Secretary or an Assistant Secretary. All Certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Corporation. All certificates surrendered to the Corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate, a new one may be issued therefore upon such terms and indemnity to the Corporation as the Board may prescribe.

Section 3. Uncertificated Shares. The Corporation may issue shares of stock in the form of uncertificated shares. Any such uncertificated shares of stock shall be credited to a book entry account maintained by the Corporation (or its designee) on behalf of the shareholder. No shares for which certificates are outstanding shall be issued as uncertificated shares until and unless said certificates are surrendered to the Corporation, transfer agent or registrar on behalf of the Corporation. Within a reasonable time after the issuance or transfer of uncertificated shares, the Corporation shall send the shareholder a written statement showing:

(1)

The name of the Corporation;

(2)

The state of its organization;

(3)

The name of the person or persons to whom the shares are issued;

(4)

The number and class of shares and the designation of the series, if any;

(5)

The par value of the shares, or if the shares have no par value, a statement of such fact;

(6)

If the Corporation is authorized to issue different classes of shares or different series within a class, a summary of the designations, relative rights, preferences, and limitations applicable to each class and the variations in rights, preferences, and limitations determined for each series (and the authority of the Board to determine variations for future series) or alternatively, a statement that the Corporation will furnish the shareholder this information, without charge, upon a request in writing;

(7)

Any restriction on the transfer or registration of transfer of the shares; and

(8)

Any other matters required by law.

Section 4. Transfer of Shares. The Board shall have power to appoint one or more transfer agents and registrars for the transfer and registration of shares of the Corporation’s stock, to elect to participate in one or more Direct Registration Programs for uncertificated shares and may require that any certificates for stock or debentures shall be countersigned and registered by one or more of such transfer agents and registrars. Transfer of shares of the Corporation shall be made only on the stock records of the Corporation. Any transfer of certificated shares shall be accomplished by the holder of record thereof or by a legal representative thereof, who shall furnish proper evidence of authority to transfer, or by an attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and on surrender for cancellation of the certificate for such shares. Any transfer of uncertificated shares shall be accomplished in accordance with the applicable rules and regulations of a Direct Registration Program applicable to the shares of the Corporation. The person in whose name shares stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.

ARTICLE VIII. MISCELLANEOUS PROVISIONS

Section 1. Fiscal Year. The fiscal year of the Corporation shall be the calendar year; provided, however, that the Board shall have the power to fix and change the fiscal year of the Corporation.

Section 2. Execution of Instruments. All agreements, indentures, mortgages, deeds, conveyances, transfers, certificates, declaration, receipts, discharges, releases, satisfactions, settlements, petitions, schedules, accounts, affidavits, bonds, undertaking, proxies and other instruments or documents may be signed, executed, acknowledged, verified, delivered or accepted in behalf of the Corporation by the Chairman of the Board, Chief Executive Officer, President, any Vice President, or the Secretary. Any such instruments may also be executed, acknowledged, verified, delivered or accepted in behalf of the Corporation in such other manner and by such other officers as the Board may from time to time direct. The provisions of this Section are supplementary to any other provisions of these By-Laws.

Section 3. Records. The Articles of Incorporation, the By-Laws and proceedings of all meetings of the shareholders, the Board, standing committees of the Board, shall be recorded in appropriate minute books provided for that purpose. The minutes of each meeting shall be signed by the Secretary or other officers appointed to act as secretary of the meeting.

ARTICLE IX. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 1. General. This Corporation shall have the power to indemnify its directors, officers, employees and agents, and the directors, officers, employees and agents of the Corporation shall have the right to indemnity, to the extent and in the manner provided in the Arkansas Business Corporation Act, as amended.

Section 2. Mandatory Indemnification. Every person who was or is a party or is threatened to be made a party to or is involved in administrative or investigative, by reason of the fact that such person is or was a director or officer of the Corporation (or is or was serving at the request of the Corporation as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise) shall be indemnified and held harmless to the fullest extent legally permissible under and pursuant to any procedure specified in the Arkansas Business Corporation Act, as amended and as the same may be amended hereafter, against all expenses, liabilities and losses (including attorney’s fees, judgments, fines and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith. Such right of indemnification shall be a contract right that may be enforced in any lawful manner by such person, and the Corporation may in the discretion of the Board enter into indemnification agreements with its directors and officers. Such right of indemnification shall not be exclusive of any other right which such director or officer may have, or hereafter acquire, and, without limiting the generality of such statement, such director or officer shall be entitled to all rights of indemnification under any agreement, vote of shareholders, provision of law, or otherwise, as well as all rights under this section.

Section 3. Insurance. The Board may cause the Corporation to purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation (or is or was serving at the request of the Corporation as a director or officer of another corporation or as its representative in a partnership, joint venture, trust or other enterprise) against any liability asserted against such person and incurred in any such capacity or arising out of such status, whether or not the Corporation would have power to indemnify such person.

Section 4. Indemnification for Expenses. Expenses incurred by a director or officer of the Corporation in defending a civil or criminal action, suit or proceeding by reason of the fact that such person is, or was, a director or officer of the Corporation (or is or was serving at the Corporation’s request as a director or officer of another corporation or as its representative in a partnership, joint venture, trust or other enterprise) shall be paid by the Corporation in advance of the final disposition such action, suit or proceeding (1) upon authorization (i) by the Board by a majority vote of a quorum consisting of directors who are not parties to the action, suit or proceeding, (ii) if such a quorum is not obtainable, or even if obtainable if a quorum of disinterested directors so directs, then by independent legal counsel in a written opinion, or (iii) by the shareholders; and (2) upon receipt of an undertaking by, or on behalf of, such person to repay such amount, if it shall ultimately be determined that such officer or director is not entitled to be indemnified by the Corporation as authorized by relevant provisions of the Arkansas Business Corporation Act, as the same now exists or may hereafter by amended.

ARTICLE X. DIVIDENDS

The Board may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

ARTICLE XI. SEAL

The Board may provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation and the state of incorporation and the words “Corporate Seal.”

ARTICLE XII. WAIVER OF NOTICE

Whenever any notice is required to be given to any shareholder or director of the Corporation under the provisions of the By-Laws, under the provisions of the Articles of Incorporation or under the provisions of any applicable law, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XIII. BY-LAWS

Section 1. Inspection. A copy of the By-Laws, with all amendments thereto, shall at all times be kept in a convenient place at the principal business office of the Corporation, and shall be open for inspection to all shareholders, during business hours.

Section 2. Amendments. The By-Laws may be amended, altered or repealed, at any meeting of the Board, by a majority vote.

Exhibit 10.1

SIMMONS FIRST NATIONAL CORPORATION

2015 EMPLOYEE STOCK PURCHASE PLAN

The Simmons First National Corporation 2015 Employee Stock Purchase Plan (“ Plan ”) was adopted by the Board of Directors (“ Board ”) of Simmons First National Corporation (“ Company ”) on December 15, 2014. The effective date of the Plan shall be June 1, 2015.

1. Purpose of Plan . The purpose of the Plan is to provide eligible employees of the Company and its subsidiaries, whether now owned or hereafter acquired, a convenient opportunity to purchase shares of common stock of the Company through offerings financed by payroll deductions. As used in this Plan, “ subsidiary ” means a corporation or other form of business association of which shares (or other ownership interests) having 50% or more of the voting power are, or in the future become, owned or controlled, directly or indirectly, by the Company.

2. Qualification . The Plan is not qualified under Section 401(a) of the Internal Revenue Code of 1986 (“ Code ”) and is not subject to any provisions of the Employee Retirement Income Security Act of 1974 (“ ERISA ”). It is the Company's intention for the Plan to qualify as an “employee stock purchase plan” under Section 423 of the Code, and the provisions of the Plan shall be construed so as to extend and limit participation in a manner consistent with the requirements of that Section of the Code.

3. Administration . The Plan is administered by the Compensation Committee, which consists of at least two or more members of the Board, none of whom are eligible to participate in the Plan and all of whom are “non-employee directors,” as such term is defined in Rule 16b-3(b)(3) of the Securities and Exchange Commission, under the Securities Exchange Act of 1934, as amended (“ 1934 Act ”). The Compensation Committee shall prescribe rules and regulations for the administration of the Plan and interpret its provisions. The Compensation Committee may correct any defect, reconcile any inconsistency or resolve any ambiguity in the Plan. The actions and determinations of the Compensation Committee on matters relating to the Plan are conclusive. The Compensation Committee and its members may be addressed in care of the Company at its principal office. The members of the Compensation Committee do not serve for fixed periods but may be appointed or removed at any time by the Board.

4. Stock Reservation . An aggregate of 100,000 shares of Class A, $0.01 par value, common stock of the Company (“ SFNC Stock ”) is available for purchase under the Plan. Shares of SFNC Stock which are to be delivered under the Plan may be obtained by the Company by authorized purchases on the open market or from private sources, or by issuing authorized but unissued shares of SFNC Stock. In the event of any change in the SFNC Stock through recapitalization, merger, consolidation, stock dividend or split, combination or exchanges of shares or otherwise, the Compensation Committee may make such equitable adjustments in the Plan and the then outstanding offering as it deems necessary and appropriate including, but not limited to, changing the number of shares of SFNC Stock reserved under the Plan and the price of the current offering. If the number of shares of SFNC Stock that participating employees become entitled to purchase is greater than the number of shares of SFNC Stock available, the available shares shall be allocated by the Compensation Committee among such participating employees in such manner as it deems fair and equitable. No fractional shares of SFNC Stock shall be issued or sold under the Plan.

5. Eligibility to Participate . All employees of the Company and such of its subsidiaries as shall be designated by the Compensation Committee will be eligible to participate in the Plan. Each offering may exclude from participation in the offering (i) employees who have been employed less than 2 years, (ii) [Missing Graphic Reference]employees whose customary employment is 20 hours or less per week, (iii) [Missing Graphic Reference]employees whose customary employment is for not more than 5 months in any calendar year, and (iv) [Missing Graphic Reference]highly compensated employees (within the meaning of section 414(q) of the Internal Revenue Code. No employee shall be eligible to participate in the Plan if, immediately after an option is granted under the Plan, the employee owns more than five percent (5%) of the total combined voting power or value of all classes of shares of the Company or of any parent or subsidiary of the Company.

6. SFNC Stock Offerings . The Company may make up to ten (10) offerings of twelve (12) months' duration each to eligible employees to purchase SFNC Stock under the Plan. An eligible employee as defined in the Offering may participate in such Offering by authorizing at any time prior to the first day of such Offering a payroll deduction for such purpose in a dollar amount, not exceeding any limitation set forth in the Offering, or in the event the participant is participating in more than one Offering during any calendar year a cumulative sum of $25,000 per calendar year, provided that the maximum number of shares of SFNC Stock that may be acquired by any participant in any calendar year under the plan is limited to the Share Limitation for such year, as defined in Section 8 below. The Compensation Committee may at any time suspend an Offering if required by law or if determined by the Compensation Committee to be in the best interests of the Company.

7. Participant Accounts . (a) The Company will maintain or cause to be maintained separate payroll deduction accounts for all participating employees for each Offering. All funds received or held by the Company or its subsidiaries under the Plan may be, but need not be, segregated from other corporate funds. Payroll deduction accounts will not be credited with interest. Any balance remaining in any employee's payroll deduction account at the end of an Offering period will be refunded to the employee.

(b) Each participating employee will receive a statement of his or her payroll deduction account and the number of shares of SFNC Stock purchased therewith following the end of each Offering period.

(c) Subject to rules, procedures and forms adopted by the Compensation Committee, a participating employee may at any time during the offering period increase, decrease or suspend his or her payroll deduction, or may withdraw from participation in an offering. Under the initial rules established by the Compensation Committee, payroll deductions may not be altered more than once in each Offering period and withdrawal requests (effective on the last day of the offering) may be received on or before the last day of such offering. In the event of a participating employee's retirement, death, disability or termination of employment, his or her participation in any offering under the Plan shall cease, no further amounts shall be deducted pursuant to the Plan, and the balance in the employee's account shall be paid to the employee, or, in the event of the employee's death, to the employee's beneficiary designated on a form approved by the Compensation Committee (or, if the employee has not designated a beneficiary, to his or her estate).

8. Option Grant . Each employee participating in any offering under the Plan will be granted an option, upon the effective date of such offering, for as many full shares of SFNC Stock as the amount of his or her payroll deduction account at the end of any offering period can purchase but not in excess of the share limitation, as defined below. No employee may be granted an option under the Plan which permits his or her rights to purchase SFNC Stock under the Plan, and any other stock purchase plan of the Company or a parent or subsidiary of the Company qualified under Section 423 of the Code, to exceed the number of shares of SFNC Stock (rounded down to a whole number of shares) equal to $25,000 divided by the Fair Market Value of SFNC Stock determined at the time the option is granted under the first Offering for each calendar year in which the employee participates (“ Share Limitation ”).

As of the last day of the Offering period, the payroll deduction account of each participating employee shall be totaled. If such account contains sufficient funds to purchase one or more full shares of SFNC Stock as of that date, the employee shall be deemed to have exercised an option to purchase the largest number of full shares of SFNC Stock (not exceeding the Share Limitation) at the purchase price. Such employee's account will be charged for the amount of the purchase and the stock will be delivered in accordance with Section 13. Any remaining funds in the employee’s account will be refunded to the employee.

9. Purchase Price. The Compensation Committee shall determine the purchase price of the shares of SFNC Stock which are to be sold under each offering, which price shall not be less than the lesser of (i) an amount equal to 85 percent of the Fair Market Value of the SFNC Stock at the time such option is granted, or (ii) an amount equal to 85 percent of the Fair Market Value of the SFNC Stock at the time such option is exercised. “ Fair Market Value ” of a share of SFNC Stock on a given date is defined as the closing price of a share on the previous trading day (or, if none, on the most recent date on which there was one or more trades executed), as reported by the NASDAQ Global Select Market, or other similar service selected by the Compensation Committee. However, if the SFNC Stock is listed on a national securities exchange, “ Fair Market Value ” is defined as the last reported sale price of a share on the previous trading day, or if no sale took place, the last reported sale price of a share of stock on the most recent day on which a sale of a share of stock took place as recorded on such exchange. If the SFNC Stock is neither listed on such date on a national securities exchange nor traded in the over-the-counter market, “ Fair Market Value ” is defined as the fair market value of a share on such date as determined in good faith by the NCCGC. Nothing herein shall restrict the authority of the Compensation Committee to utilize different purchase price formulas for separate Offerings, so long as such price formulas comply with the parameters set forth in this Section.

10. Non-Assignability of Option . No option, right or benefit under the Plan may be transferred by a participating employee other than by will or the laws of descent and distribution, and all options, rights and benefits under the Plan may be exercised during the participating employee's lifetime only by such employee or the employee's guardian or legal representative. There are no restrictions imposed under the Plan upon the resale of shares of SFNC Stock issued under the Plan, however the timing of any resale could affect the income tax treatment of such sale.

11. Term, Termination and Amendments. No offering under this plan shall be commenced after March 15, 2020, provided that the plan shall terminate earlier in the event all of the stock allocated to the plan has been purchased. The Board may terminate the Plan at any time, or make such amendment of the Plan as it may deem advisable, but no amendment may be made without the approval of the Company's shareholders if it would materially: (i) increase the benefits accruing to participants under the Plan; (ii) modify the requirements as to eligibility for participation in the Plan; (iii) increase the number of shares which may be issued under the Plan, (iv) increase the cost of the Plan to the Company; or (v) alter the allocation of Plan benefits among participating employees.

12. Securities Law Compliance. Certain officers of the Company are subject to restrictions under Section 16(b) of the 1934 Act. With respect to such officers, transactions under the Plan are intended to comply with all applicable conditions of Rule 16b-3 or its successors under the 1934 Act. To the extent any provision of the Plan or action by the Compensation Committee fails to so comply, it shall be deemed null and void if permitted by law and deemed advisable by the Compensation Committee.

13. Delivery of Shares. SFNC Shares purchased under the Plan will be delivered to the participating employees account at E-Trade (or such other securities brokerage firm as the Company may from time to time designate to maintain employee stock accounts).

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