UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 8-K
_________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 22, 2021
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SIMMONS FIRST NATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
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| Arkansas | 000-06253 | 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:
| ☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common stock, par value $0.01 per share | SFNC | The NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Robert Fehlman
On April 22, 2021, the boards of directors of Simmons First National Corporation (“Company”) and its wholly owned bank subsidiary, Simmons Bank (“Bank”), appointed Robert A. Fehlman president of both the Company and the Bank, effective April 26, 2021, to serve until such time as his successor is appointed, or his earlier death, resignation, or removal. In addition to serving as president, Mr. Fehlman (age 56) will continue to serve as the chief operating officer of the Company and the Bank, roles which he has held since 2019. Mr. Fehlman will continue to report to George A. Makris, Jr., chairman and chief executive officer of the Company and the Bank.
Mr. Fehlman has worked for either the Company or its affiliates since 1988. Mr. Fehlman currently serves as the Company’s and the Bank’s senior executive vice president, chief financial officer, chief operating officer, and treasurer. He is a certified public accountant and holds a bachelor’s degree in accounting from Henderson State University. Additional information regarding Mr. Fehlman’s background is provided in the Company’s proxy statement for the Company’s 2021 meeting of shareholders.
In connection with Mr. Fehlman’s promotion, he will continue to receive an annual base salary of $550,000 and an annual executive stipend of $12,000, but the target equity incentive award for which he will be eligible will increase from 75% of base salary to 100% of base salary – with an opportunity of up to 150% of target. In addition, the target cash incentive bonus for which Mr. Fehlman will be eligible will increase from 75% of base salary to 100% of base salary – with an opportunity of up to 200% of target; and he will continue to receive other executive and employee benefits as outlined in the Company’s proxy statement for the Company’s 2021 meeting of shareholders.
Mr. Fehlman does not have any family relationships with any of the Company’s directors or executive officers. Other than loans and extensions of credit that have been made from time to time by the Bank 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 not related to the Bank and did not involve more than the normal risk of collectability or present other unfavorable features, Mr. Fehlman is not a party to any transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Jay Brogdon
On April 22, 2021, the boards of directors of the Company and the Bank appointed Jay Brogdon executive vice president, chief financial officer, and treasurer of both the Company and the Bank, effective April 26, 2021, and he succeeds Mr. Fehlman in these roles. Mr. Brogdon (age 40) will serve in these roles until such time as his successor is appointed, or his earlier death, resignation, or removal, and will report to Mr. Fehlman.
Mr. Brogdon is joining the Company and the Bank from Stephens Inc. (“Stephens”), where he worked in the investment banking division from 2008 until 2021 and most recently served as a managing director (and, prior to that, a senior vice president and a vice president). While at Stephens, Mr. Brogdon executed multiple successful transactions, including mergers and acquisitions, public offerings, private placements, go-private transactions, and a number of other strategic advisory engagements. Prior to his employment at Stephens, Mr. Brogdon worked in audit and enterprise risk services at Deloitte. Mr. Brogdon is a certified public accountant (inactive) and holds a bachelor’s degree in both accounting and business management from Harding University.
In connection with Mr. Brogdon’s appointments, he will receive a cash signing bonus of $50,000 (subject to a repayment agreement if, among other things, he resigns within two years); an award of 20,000 restricted stock units, which will vest on a pro-rata basis over five years; an annual base salary of $455,000; and an annual executive stipend of $12,000. In addition, Mr. Brogdon will be eligible to receive a target equity incentive award equal to 75% of base salary – with an opportunity of up to 150% of target – and a target cash incentive bonus equal to 75% of base salary – with an opportunity of up to 200% of target. Mr. Brogdon is also expected to enter into a change in control agreement, an indemnification agreement, and a supplemental defined benefit retirement agreement; and he is expected to participate in the Bank’s bank owned life insurance program. Further, Mr. Brogdon will be eligible to receive customary benefits offered to Company and Bank executives and employees generally.
Mr. Brogdon does not have any family relationships with any of the Company’s directors or executive officers.
During 2020, the Company and the Bank engaged Stephens to provide certain investment banking services. Mr. Brogdon participated in those engagements with the Company and the Bank. During 2020, the Company and the Bank collectively paid Stephens approximately $603,426 in fees and expenses associated with the above-described engagements. Stephens continues to provide the Company and the Bank certain investment banking services for the current fiscal year.
On April 22, 2021, the Company issued a press release announcing the appointments of Messrs. Fehlman and Brogdon, as well as certain other managerial changes. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release dated April 22, 2021. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 | ||
| Date: April 22, 2021 | By: | /s/ Robert A. Fehlman |
| Robert A. Fehlman | ||
| Senior Executive Vice President, Chief Financial Officer, Chief Operating Officer and Treasurer | ||
EXHIBIT 99.1
Simmons First National Corporation Announces Changes to Certain Senior Leadership Roles
PINE BLUFF, Ark., April 22, 2021 (GLOBE NEWSWIRE) -- Simmons First National Corporation (NASDAQ: SFNC) (the “Company” or “Simmons”) today announced changes to certain senior leadership roles in order to position the Company for continued success in executing its key strategic priorities. The following changes are effective as of April 26, 2021:
Bob Fehlman has been named president and chief operating officer of Simmons First National Corporation and Simmons Bank. In these roles, he will continue to report to George A. Makris, Jr., Simmons’ chairman and CEO. Fehlman joined Simmons more than 30 years ago and most recently served as senior executive vice president, chief financial officer, chief operating officer and treasurer with responsibility for the overall financial management and operations of the Company. Areas under his supervision included accounting, financial planning, investments, tax, bank operations, IT, risk and legal. He also provided critical support for merger and acquisition activity, analyst and investor meetings and leading the Company’s capital management.
Succeeding Fehlman as executive vice president, chief financial officer and treasurer is Jay Brogdon. Prior to joining Simmons, Brogdon worked at Stephens Inc. from 2008-2021 where he most recently served as managing director in the investment banking division. In this role, Brogdon advised community banks and financial services companies primarily located throughout Simmons’ footprint. Prior to joining Stephens, he served four years in audit and enterprise risk services at Deloitte. Throughout his career, Brogdon has advised clients on over $15 billion of successful transactions including mergers and acquisitions, public offerings and private placements of debt and equity securities. In his new role, he will report to Bob Fehlman.
Brogdon holds a Bachelor of Business Administration degree in accounting and business management from Harding University, where he was a 4-year letterman on the men’s basketball team. Active in the Little Rock community, Brogdon serves as deacon at a local church, board member of Spark of Life and volunteer basketball and baseball coach for numerous youth teams.
“The changes announced today are a direct result of the success and growth we have experienced at Simmons over the past several years and reflects our need to continue to add depth and bench strength to our senior management team as we look to execute our key strategic priorities designed to grow our franchise,” said George A. Makris, Jr., chairman and CEO of Simmons.
“Bob has been instrumental in ensuring the financial strength of the Company, particularly during challenging economic periods, that has us well-positioned to continue to expand in our footprint while also continuing to meet the evolving needs of our customers,” said Makris. “We’re also very pleased to have a high caliber person like Jay join our team. In addition to being very familiar with Simmons, Jay brings a wealth of knowledge and experience to our senior management team that should serve us well into the future.”
Additional changes include the promotion of Steve Massanelli to senior executive vice president and chief administrative officer of the Company and Simmons Bank. Massanelli joined Simmons in 2014 as chief administrative officer and in 2018 added the responsibility of investor relations officer. Massanelli will continue to have responsibility for a wide array of day-to-day duties including mergers and acquisitions due diligence and integration, corporate real estate services, corporate security, records management and corporate insurance. Massanelli will continue to report to George Makris, Jr.
Simmons also announced Sabrina McDonnell as executive vice president, chief customer experience officer reporting to George Makris, Jr. In this role, McDonnell will oversee marketing and brand experience, product development and private client departments with responsibility for developing initiatives to stimulate growth in market share and customer relationships. McDonnell has 20 years of experience in the financial services industry, having previously served as executive vice president, chief administrative officer for Landmark Bank. Her previous experience also includes serving as president and chief operating officer, and senior vice president, retail banking at First National Bank & Trust. McDonnell holds a Bachelor of Arts degree in business administration from Drury University, an MBA from the University of Missouri and attended the Graduate School of Banking at the University of Wisconsin.
Ed Bilek has also joined the Company as executive vice president, director of investor relations. Bilek has more than 30 years of experience in the financial services industry, most recently serving as director of investor relations and corporate insurance at BBVA USA. Prior to that he served in a variety of capacities, including head of U.S. shareholder relations for BBVA and director of investor relations for BBVA USA, and director of external communications. His previous experience also includes serving as director of investor relations at Compass Bancshares, Inc. and as manager of SEC, regulatory and shareholder reporting at KeyCorp, Inc. Bilek holds a Bachelor of Business Administration degree in accounting from Baldwin-Wallace College. He will report to Bob Fehlman.
Simmons First National Corporation
Simmons First National Corporation (NASDAQ: SFNC) is a $23.3 billion asset Mid-South based financial holding company whose principal subsidiary, Simmons Bank, operates 198 branches, including 68 in Arkansas, 48 in Missouri, 33 in Tennessee, 23 in Texas, 20 in Oklahoma and 6 in Kansas. Founded in 1903, Simmons Bank offers comprehensive financial solutions delivered with a client-centric approach. Simmons Bank was recently named to Forbes magazine’s list of “World’s Best Banks” for the second consecutive year and ranked among the top 30 banks in Forbes’ list of “America’s Best Banks” for 2021. Additional information about Simmons Bank can be found on our website at simmonsbank.com, by following @Simmons_Bank on Twitter or by visiting our newsroom.
| Investor Contact | Media Contact |
| Ed Bilek | Ashley Leopoulos |
| EVP, Director of Investor Relations | Public Relations Manager |
| ed.bilek@simmonsbank.com | ashley.leopoulos@simmonsbank.com |
| 205.612.3378 (mobile) | 501.413.7055 (mobile) |