Simmons First National Corp

This management proposal asks shareholders to ratify the Board’s decision to set the size of the Board at fourteen directors for the upcoming annual meeting. Management is seeking shareholder approval because the number of directors to be elected is a matter presented to shareholders for ratification and because the Company’s articles of incorporation and by-laws and customary corporate practice require shareholders to adopt such changes at the annual meeting. The Board explains that fourteen directors served during the prior year and that it has determined, following its assessment of skills, governance needs, and committee composition, that fourteen remains the appropriate number for 2026. Ratifying the Board’s determination enables an uncontested director election process with a fixed slate of nominees and reduces uncertainty about the size of the Board during the election. There is no material regulatory or transaction-driven reason presented for this change; it is a governance housekeeping action intended to align the upcoming election mechanics with the Board’s view of optimal oversight capacity. The Board’s explicit recommendation to vote FOR is based on continuity, committee coverage considerations, and the Board’s judgment of the proper mix of experience and independence required to oversee the Company. A shareholder vote against would leave the number of directors to be resolved by other processes but would not, in itself, substitute alternative nominees; in the context of an uncontested election, management expects that a FOR vote will facilitate orderly reconstitution of the Board. Given the lack of attendant structural changes or material dilution, the proposal is principally a governance confirmation rather than a strategic or compensatory change, and the Board frames its rationale around effective oversight, continuity, and preparedness for the Company’s strategic agenda.

This advisory (non-binding) management proposal asks shareholders to approve the Company’s named executive officer compensation as disclosed in the proxy (the Compensation Discussion and Analysis, compensation tables and narrative). Management is seeking the advisory vote to confirm shareholder support for the Company’s pay-for-performance program, to inform the Compensation Committee’s future actions, and because SEC rules require a separate advisory vote on executive compensation at periodic intervals. The proxy discloses detailed executive pay design — a mix of base salary, short-term cash incentive tied to adjusted PPNR, efficiency ratio and strategic objectives, and long-term equity awards (RSUs and PSUs tied to TBV growth and TSR) — and notes that the Committee believes the structure aligns management and shareholder interests. The Board highlights that approximately 97% of shares voted on last year’s say-on-pay supported the prior program and cites that as evidence management views as validation of its approach; the Board therefore recommends a FOR vote to maintain continuity. Key governance features include Committee oversight, use of independent compensation consultants, clawback policies, and share ownership guidelines; these are cited to mitigate misalignment or excessive risk-taking. While the vote is non-binding, a negative vote would typically trigger more direct shareholder engagement and potential adjustments to plan design and disclosure; the Company states it will carefully consider the shareholder vote outcome in future compensation decisions. Evaluating the merits requires weighing the disclosed pay outcomes (including recent CIP payouts, PSU results, and one-time transaction-related bonuses) against Company performance, peer benchmarking, and governance safeguards to determine whether compensation appropriately incentivizes long-term shareholder value creation.

This management proposal seeks shareholder approval to adopt the Amended and Restated 2023 Stock and Incentive Plan, which would (a) extend the plan’s term to May 12, 2036, (b) increase the share reserve by 3,550,000 shares to a total of 7,350,000 shares, (c) impose a $750,000 annual aggregate limit on cash and equity compensation for non-employee directors (with limited exceptions), and (d) make other technical updates. Management and the Compensation Committee argue the increase in the share reserve and extension are necessary to continue delivering equity-based compensation that the company considers critical to attract, retain and motivate employees and directors and to align their interests with long‑term shareholder value. The filing provides plan governance features intended to limit dilution and protect shareholders, including no evergreen replenishment, prohibitions on discounted option repricing, restrictions on share recycling for option exercises and tax withholding, and an independent committee administration structure. The Board quantified burn rates and overhang metrics, explaining the requested increase would represent an estimated multi‑year supply of awards under current grant patterns and thus is not open‑ended; the company also discloses historic grant usage and outstanding awards to contextualize potential dilution. The plan adds an explicit annual cap on non-employee director pay to address governance concerns about director compensation levels while preserving an exception process for extraordinary circumstances. From a governance perspective, the Board emphasizes clawback protections, limits on repricing without shareholder approval, and Committee discretion in setting performance goals as mitigating controls. An analytical assessment should weigh the company’s stated retention and incentive needs and peer benchmarking against incremental dilution (overhang), the company’s recent burn rate, and the specific plan design provisions that limit recycling and repricing—factors that will influence whether the share increase is judged necessary and appropriately constrained. The Board recommends a FOR vote, arguing the plan is critical to execute the Company’s strategic plans and to maintain competitive equity programs with built-in governance safeguards.