Simmons First National Corporation
Extract: Charter Amended/Restated (Plain English Desc) from a 8-K on 11/01/2019   Download
SEC Document
SEC Filing

On October 29, 2019, Simmons First National Corporation (“Simmons” or the “Company”) filed its Amended and Restated Articles of Incorporation (“Amended Articles”) with the Arkansas Secretary of State. The Amended Articles classify and designate Series D Preferred Stock, Par Value $0.01 Per Share (“Series D Preferred Stock”) out of the Company’s authorized preferred stock. The Amended Articles also cancel the Company’s 7% Perpetual Convertible Preferred Stock, Par Value $0.01 Per Share, Series C (“Series C Preferred Stock”), having 140 authorized shares, of which no shares have ever been issued or outstanding. The Amended Articles were effective as of October 29, 2019.

 

The Series D Preferred Stock has a liquidation preference of $1,000 per share and is not convertible into Company common stock or any other security. Holders are entitled to receive non-cumulative dividends with respect to each calendar year. The dividend rate is 6.75% per annum. The Series D Preferred Stock may be redeemed at any time on or after October 1, 2021, or if the Series D Preferred Stock no longer constitutes additional Tier 1 capital of Simmons, at the election of Simmons (and with the approval of the Federal Reserve Board of Governors) at a redemption price of $1,000 per share of Series D Preferred Stock plus the sum of any declared and unpaid dividends plus any dividends payable but unpaid for the then current dividend period to, but excluding, the date fixed for redemption. The Series D Preferred Stock ranks senior to the common stock of the Company with respect to the payment of dividends and rights upon the voluntary or involuntary liquidation, dissolution, or winding up of the Company.