Item 5.07
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Submission of Matters to a Vote of Security Holders.
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The Annual Meeting of Shareholders
of Home BancShares, Inc. (the Company) was held on April 19, 2018. The following items of business were presented to the shareholders:
(1) The fourteen directors were elected as proposed in the Proxy Statement dated March 6, 2018 (the Proxy
Statement), under the caption Election of Directors with votes cast as follows:
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Total Vote For
Each Director
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Total Vote
Withheld For
Each Director
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Total Broker
Non-Vote For
Each Director
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John W. Allison
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126,200,087
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1,326,241
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33,021,322
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C. Randall Sims
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126,463,252
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1,063,076
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33,021,322
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Brian S. Davis
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111,915,822
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15,610,505
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33,021,322
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Milburn Adams
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124,974,725
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2,551,603
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33,021,322
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Robert H. Adcock, Jr.
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78,830,111
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48,696,217
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33,021,322
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Richard H. Ashley
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109,817,908
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17,708,420
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33,021,322
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Mike D. Beebe
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124,290,756
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3,235,572
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33,021,322
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Jack E. Engelkes
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124,761,968
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2,764,360
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33,021,322
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Tracy M. French
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125,206,166
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2,320,162
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33,021,322
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Karen R. Garrett
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126,557,247
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969,081
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33,021,322
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James G. Hinkle
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69,726,388
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57,799,940
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33,021,322
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Alex R. Lieblong
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126,078,246
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1,448,082
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33,021,322
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Thomas J. Longe
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126,165,142
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1,361,186
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33,021,322
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Jim Rankin, Jr.
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126,506,791
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1,091,537
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33,021,322
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(2) The Companys executive compensation was approved as proposed in the Proxy
Statement under the caption Advisory
(Non-binding)
Vote Approving Executive Compensation with votes cast as follows: 116,515,840 votes for, 9,980,257 votes against, 1,030,230 votes abstaining and
33,021,322 broker
non-votes.
(3) The shareholders recommended that the
Company hold future advisory votes on the Companys executive compensation every year, as proposed in the Proxy Statement under the caption Frequency of Advisory Vote On Executive Compensation, with votes cast as follows:
116,466,282 votes for every year, 471,066 votes for every two years, 9,205,449 votes for every three years, 1,383,530 votes abstaining and 33,021,322 broker
non-votes.
Based on the results of this advisory
vote, our Board of Directors has determined that the Company will include an advisory vote on the Companys executive compensation in its proxy materials every year until the next advisory vote on the frequency of such votes, which will occur
no later than our Annual Meeting of Shareholders in 2024.
(4) The amendment to the Companys Amended and
Restated 2006 Stock Option and Performance Incentive Plan, as amended, to increase the number of shares reserved for issuance under such plan to 13,288,000, was approved as proposed in the Proxy Statement under the caption Approval of
Amendment to the Companys Amended and Restated 2006 Stock Option and Performance Incentive Plan with votes cast as follows: 123,423,129 votes for, 3,003,116 votes against, 1,100,082 votes abstaining and 33,021,322 broker
non-votes.
A copy of the amendment is attached as Exhibit 10.1 to this Current Report.
(5) The Audit Committees selection and appointment of the accounting firm of BKD, LLP as the Companys
independent registered public accounting firm for the year ending December 31, 2018 was ratified with votes cast as follows: 159,329,340 votes for, 654,966 votes against, 563,343 votes abstaining and zero broker
non-votes.
Abstentions and broker
non-votes
were counted
for purposes of determining whether a quorum was present, but were not treated as votes cast on a proposal. Therefore, abstentions and broker
non-votes
did not have the effect of a vote for or against the
proposal and were not counted in determining the number of votes required for approval.