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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)
July 26, 2023
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:
☐ 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR §240.12b-2). 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. ☐
Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)
Separation Agreement and Release for Matthew
Reddin
On July 26, 2023, Simmons First National Corporation
(“Company”) and its wholly-owned subsidiary, Simmons Bank (“Bank”), entered into a Separation Agreement and Release
(“Agreement”) with Matthew Reddin, whose employment with the Company and the Bank as Executive Vice President and Chief Banking
Officer ended effective July 5, 2023 (as reported by the Company in its Current Report on Form 8-K filed with the U.S. Securities and
Exchange Commission on July 7, 2023). Pursuant to the Agreement, Mr. Reddin will receive a lump sum payment of $1,000,000 (less appliable
taxes and other required deductions and withholdings) and certain other benefits; and Mr. Reddin has agreed to, among other things, a
customary, general waiver and release of claims, as well as post-employment covenants with respect to confidential information, non-competition,
and non-solicitation of certain customers and employees.
The description of the Agreement set forth in
this Item 5.02 is not complete and is qualified in its entirety by reference to the full text of the Agreement among the Company, the
Bank, and Mr. Reddin, which is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
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: July 28, 2023 | |
Robert A. Fehlman, Chief Executive Officer |
Exhibit 10.1
SEPARATION AGREEMENT AND RELEASE
This Confidential Separation
Agreement and General Release (“Agreement”) is made and entered into by and among Matthew Reddin (hereinafter “Associate”),
Simmons First National Corporation, a corporation with principal offices in Pine Bluff, Arkansas (hereinafter “SFNC”),
and Simmons Bank, a bank with its principal offices in Pine Bluff, Arkansas (hereinafter “SB”). SFNC and SB, together
with their respective affiliates, subsidiaries, predecessors, successors, and assigns, are hereinafter referred to as the “Simmons
Entities” (and each, a “Simmons Entity”). The Simmons Entities, together with their respective officers, directors,
agents, servants, and employees, are hereinafter referred to as the “Simmons Persons” (and each, a “Simmons Person”).
1.
It is the mutual desire of the parties hereto to reach an amicable agreement concerning the separation of employment of Associate
with SFNC and SB effective July 5, 2023 (“Separation Date”) on which date Associate’s current employment responsibilities
with SFNC and SB end. In consideration of the mutual obligations hereinafter set forth, the parties agree as follows:
a.
Associate acknowledges that Associate is an “at will” employee and does not have any right to severance benefits under
the policies of the Simmons Entities or any agreement or understanding with any Simmons Person that would entitle Associate to pay or
benefits related to Associate’s separation from SFNC and SB. However, in exchange for the Associate’s execution of this Agreement,
Associate shall receive the benefits set forth in Exhibit A.
b.
Associate does hereby waive, release and forever relinquish any and all actions, causes of action, claims and demands, including
costs and attorneys’ fees, which Associate has incurred arising out of or in any way relating to Associate’s employment or
termination of employment with SFNC and SB (and, as applicable, their respective affiliates, subsidiaries, and predecessors) or any other
contract or association with any Simmons Person, whether arising in tort, contract, or under any federal or state statute and for any
other type of damages, whether known or unknown, suspected or unsuspected up to the date of execution of this Agreement. Without limiting
the foregoing, this Agreement specifically releases and discharges all of the Simmons Persons from, without limitation, any and all actions,
causes of action, claims and demands, including costs and attorneys’ fees, Associate has or may have had against any Simmons Person
under:
| · | Title VII of the 1964 Civil Rights Act, |
| · | Section 1891 of the Civil Rights Act of 1866, |
| · | Section 1981A of the Civil Rights Act of 1991, |
| · | the Arkansas Civil Rights Act of 1993, |
| · | the Americans with Disabilities Act of 1990, |
| · | Sections 503 and 504 of the Rehabilitation Act of 1973, |
| · | the Fair Labor Standards Act of 1938, |
| · | the Equal Pay Act of 1963, |
| · | the Consolidated Omnibus Budget Reconciliation Act of 1985, |
| · | the Age Discrimination in Employment Act, |
| · | the Older Worker’s Benefit Protection Act, |
| · | the Employee Retirement Income Security Act, |
| · | the Family and Medical Leave Act, |
| · | the Fair Credit Reporting Act, |
| · | the Occupational Safety and Health Act, |
| · | state or federal common law, and |
| · | any other local, state or federal law whatsoever. |
c. This waiver and
release does not apply to or waive any rights Associate may have: i) to enforce this Agreement; ii) under applicable worker’s compensation
or unemployment compensation statues; iii) to continued healthcare coverage under COBRA; or iv) related to claims that may arise after
the date of the Agreement.
2.
Associate acknowledges that the Simmons Entities have developed at their own expense and will continue to develop and use valuable
business, trade secret and other confidential information pertaining to their clients, processes, employees, vendors, present and future
development, and services (“Confidential Information”). Associate agrees and acknowledges that Associate was privy to such
Confidential Information of the Simmons Entities not otherwise available to the public while employed by the applicable Simmons Entities.
Associate agrees to continue to keep all such Confidential Information confidential for five (5) years from the Separation Date or until
such information otherwise enters the public domain. To the extent that such information is contained electronically or in hard copy,
Associate agrees to return or destroy such Confidential Information within three (3) days of execution of this Agreement. However, Confidential
Information shall not include information that: (i) is publicly known through no
wrongful act or breach of obligation of confidentiality; (ii) was rightfully received by Associate from a third party; or (iii) was known
to Associate on a non-confidential basis prior to this Agreement.
Should Associate breach the confidentiality
provisions contained herein, Associate will be required to immediately repay to SFNC and SB any benefits paid hereunder. Associate will
also be liable to the Simmons Entities for any additional damages incurred by them as a result of Associate’s failure to abide by
this Agreement. Associate acknowledges that the Simmons Entities will be irreparably harmed by a breach of this Section and that there
may be no adequate remedy at law.
3. It
is understood and agreed that this Agreement is not to be construed as an admission of wrongdoing, violation of law or liability by the
Simmons Persons, and that none of the Simmons Persons admit any liability to the undersigned. Additionally, this Agreement shall not be
deemed to create any policy or practice of granting benefits to current or former employees.
4. Associate hereby acknowledges the following:
a.
This waiver and release is both knowing and voluntary with the intent to be bound hereby. Associate acknowledges that Associate
has carefully read this Agreement and understands the contents thereof. Associate is of legal age and has not been forced or coerced into
entering into this Agreement.
b.
Pursuant to this Agreement, Associate is receiving consideration greater than that to which Associate would otherwise be entitled
had Associate not entered into this Agreement.
c.
Associate acknowledges Associate has twenty-one (21) days in which to consider this Agreement. Whether Associate takes all of those
days prior to signing this Agreement is within Associate’s discretion. This Agreement must be signed and returned to Human Resources,
Attn: Wendy Shirar, at 601 E 3rd Street, Little Rock, AR 72201, no later than July 26, 2023 or this offer of benefits
will expire.
d.
Associate also acknowledges that Associate has been advised that he has the right to revoke this Agreement within seven (7) days
of signing same by giving written notice of such revocation to SFNC and SB, directed to the attention of Jena Compton of SFNC within that
time period at the above-referenced address.
e.
Associate understands that Associate is not waiving any rights or claims under the Age Discrimination in Employment Act that may
arise after the date that Associate signs this Agreement.
f.
Associate has been advised by SFNC and SB to consult with an attorney regarding the nature, contents and import of this Agreement
prior to executing this Agreement and has done so to the extent Associate deemed appropriate.
5. In
consideration for Associate’s execution of this Agreement, Associate shall receive the benefits set forth in Exhibit A. Payments
shall be made hereunder only after the expiration of any revocation period and only if a revocation does not occur.
6. Because
of Associate’s access to Confidential Information as well as specialized training, Associate agrees that upon termination, for whatever
reason, Associate will not directly or indirectly through others, solicit or accept business from Established Customers for two (2) years
from the Separation Date. “Established Customers” shall be defined to mean any customer for whom Associate provided services,
held confidential information, referred to a Simmons Person for services, or had contact with as a representative of any Simmons Entity
while employed by any Simmons Entity. The acceptance of traditional teller line business by an associate operating in a retail branch
is excluded from this provision. Further, Associate will not use or disclose Confidential Information which would assist others in soliciting
any customers of any Simmons Entity. For the same period, Associate agrees that Associate will not interfere with or attempt to interfere
with the Simmons Entities’ relationships with any of their respective customers. Associate has an affirmative obligation to notify
future employers of this provision.
7. Associate will
not for two (2) years from the Separation Date directly or indirectly through others solicit nor take any actions to assist Associate’s
employer or any other entity in soliciting any current employee of any Simmons Entity who worked for or was affiliated with a Simmons
Entity during Associate’s employment. This includes, but is not limited to: (a) identifying to such employer or its agents or such
other entity the person or persons who have special knowledge concerning the processes, methods or confidential affairs of any Simmons
Entity; and (b) commenting to the employer or its agents or such other entity about the quantity of work, quality of work, special knowledge,
or personal characteristics of any person who is still employed at any Simmons Entity. Associate also agrees that Associate will not provide
such information set forth in (a) and (b) above to a prospective employer during interviews preceding possible employment. Associate has
an affirmative obligation to notify future employers of this provision.
8. Because of Associate’s access to Confidential Information
as well as specialized training, Associate agrees that upon termination, for whatever reason, for a period of one (1) year from the Separation
Date, Associate will not, directly or indirectly, become an employee, independent contractor, owner, partner, trustee, member, agent,
shareholder, director, or otherwise engage or assist in the opening, management, operation, financing or control of any Competitor within
the Protected Area, provided, that such agreement shall not prohibit the ownership directly or indirectly, in the aggregate, of less than
one percent (1%) of any class of securities of any such enterprise solely as a passive investment so long as such securities are listed
for trading on an accepted public market in the United States. Further, during this one (1) year period, Associate shall not engage in
any activities in preparation for competition with the Entities. Such prohibited activities shall include, but not be limited to, obtaining
financing or pledges of financial support, incorporating or otherwise establishing a business entity or obtaining a charter, seeking partners,
publicly discussing a potential business plan, and discussions with potential customers, employees or vendors, provided however, that
prohibited activities will not include interviewing for a position to be held with Competitor after the expiration of the one (1) year
period, so long as no other provision of this Agreement is violated.
For purposes of this Section: (a) “Protected Area”
shall be defined to mean each state in the United States in which a physical office of SB is located; and (b) “Competitor”
shall be defined to mean any enterprise providing banking services or other competitive financial or deposit services.
The parties hereto agree and acknowledge that, within the
limitations of this Agreement, Associate can seek gainful and meaningful employment in the majority of geographies, and that this restriction
is being provided in exchange for valid and significant consideration.
9. Notwithstanding
any provision herein to the contrary, nothing contained herein prohibits Associate from reporting possible violations of state or federal
law or regulation to any governmental agency or entity, including, without limitation, the Department of Justice, Securities and Exchange
Commission, Equal Employment Opportunity Commission, or making other disclosures protected under whistleblower laws at the federal or
state level. Nor does this Agreement prohibit Associate from participating in such investigations or proceedings. Associate does not need
prior authorization or notification to make such disclosures. However, to the maximum extent permitted by law, Associate does waive, release
and give up the right to seek or receive relief as a result of these reports, complaints, participation or charges except that Associate
may still accept whistleblower awards from the Securities and Exchange Commission pursuant to Section 21F of the Dodd-Frank Wall Street
Reform and Consumer Protection Act.
10. Associate agrees
and acknowledges that all equipment, property and confidential information of the Simmons Entities that Associate possesses (“Property”)
must be returned to the Simmons Entities (unless destruction is otherwise permitted under Section 2) no later than the one (1) day following
the Separation Date. The return of the Property is a condition precedent to the payment of any benefits specified in this Agreement.
11. Associate agrees
not to knowingly make any statement or engage in any conduct which may reasonably be expected to have the effort of disparaging any Simmons
Person known to Associate as of the date of execution of this Agreement to: (i) any media; (ii) potential, current or former employees;
(iii) third parties. Associate acknowledges that the Simmons Persons will be irreparably harmed by a breach of this Section and that there
may be no adequate remedy at law. Likewise, Simmons agrees that the members of the Executive Management Committee as of the execution
of this Agreement will not knowingly make any statement or engage in any conduct which may reasonably be expected to have the effort of
disparaging Associate to: (i) any media; (ii) potential, current or former employees; (iii) third parties. Simmons acknowledges that Associate
will be irreparably harmed by a breach of this Section and that there may be no adequate remedy at law.
12. This instrument
reflects the entire understanding among the parties hereto on the topics covered herein. This Agreement supersedes any agreement heretofore
existing between Associate and any Simmons Person on such matters but shall not supersede the terms of any other written agreement of
the parties unless in direct contradiction. Specifically, this Agreement shall not supersede or alter the terms of any equity plans or
grant documents unless a term in this Agreement specifically contradicts a term in such plan or document in which case the term of this
Agreement shall prevail. Without limiting the generality of the foregoing, and for the avoidance of doubt: a) the Indemnification Agreement
entered by and between SFNC and Associate effective March 26, 2021 shall remain in full force and effect; b) and because Simmons represents
it is not applicable to Associate’s separation of employment, the parties hereto agree that the First Amended and Restated Executive
Change in Control Severance Agreement entered into by and among SFNC, SB, and Associate effective March 26, 2021, is hereby terminated,
effective as of the Separation Date.
13. This Agreement
was reached after good faith, arms-length negotiations and is deemed to be drafted jointly by the parties. Any uncertainty or ambiguity
shall not be construed against any party based on the attribution of drafting. Associate acknowledges that Associate is not signing this
Agreement based on any promises, representations or inducements outside the terms of this Agreement. Associate further acknowledges that
Associate has not assigned or transferred any right or claim Associate may have against any Simmons Person.
14. If any provision
or part thereof in this Agreement is held to be invalid, illegal, void, or unenforceable, then this Agreement shall be deemed automatically
modified to the extent necessary to (1) make such provision or part thereof valid, legal, and enforceable and (2) as closely as possible
maintain and accomplish the original intent of the provision or part thereof in question; and the remaining provisions, or other parts
or applications of such provision, in this Agreement shall not be affected and shall remain in full force and effect.
15. Associate agrees
that in the event that Associate brings any claim or action challenging the enforceability of this Agreement, Associate will immediately
repay the total amount paid hereunder unless such action directly pertains to the Age Discrimination in Employment Act. The prevailing
party’s attorney’s fees and costs shall be paid by the non-prevailing party except in the case of any claim pertaining directly
to the Age Discrimination in Employment Act.
16. This Agreement
shall be construed in accordance with the laws of the State of Arkansas without regard to conflict of law principles.
The parties hereto have executed
this Agreement this 26th day of July, 2023.
MATTHEW REDDIN |
|
|
|
|
|
/s/ Matthew Reddin |
|
SIMMONS FIRST NATIONAL CORPORATION |
|
|
|
|
|
|
|
By: |
Jena Compton |
|
Title: |
EVP Chief People Officer |
|
|
|
|
SIMMONS BANK |
|
|
|
|
|
|
|
By: |
Jena Compton |
|
Title: |
EVP Chief People Officer |
|
Exhibit A
By executing this Agreement, Associate acknowledges that Associate
is not entitled to any payment or compensation beyond that set out in this Exhibit.
| 1. | In the event Associate chooses not to sign the Agreement, Associate will be entitled to the
following benefits as soon as practicable following the Separation Date: |
| a) | Any base pay earned but unpaid prior to the Separation Date; |
| b) | Continuation of Associate’s elected health, dental and/or vision coverage at Associate’s expense
in accordance with the applicable Simmons Entity’s COBRA policy; and |
| c) | Reimbursement for all approved and eligible business expenses outstanding as of the Separation Date. |
| 2. | In the event that Associate chooses to sign the Agreement (and not revoke it), in addition
to the benefits specified in part 1, Associate will receive a lump sum equal to one million dollars ($1,000,000) less applicable taxes
and other required deductions and withholdings and which shall be paid or provided within 14 days following execution of this Agreement
and the conclusion of any revocation period. |
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