Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On April 18, 2019, the Board of Directors (the Board) of
Home BancShares, Inc. (the Company), parent company of Centennial Bank, named C. Randall Sims as Vice Chairman of the Board of the Company and Executive Chairman of Centennial Bank effective April 19, 2019. Mr. Sims
continues to serve as Chief Executive Officer and President of the Company, and John W. Allison remains as Chairman of the Board of the Company. Tracy M. French also remains as Chief Executive Officer and President of Centennial Bank. Mr. Sims
replaces Robert H. Adcock, Jr. as Vice Chairman of the Board of the Company. Mr. Adcock will continue to serve as a director of the Company and as Vice Chairman of Centennial Bank.
In connection with his service as Vice Chairman, Chief Executive Officer and President of the Company and as Executive Chairman of Centennial
Bank, Mr. Sims will receive an annual salary of $600,000. Mr. Sims will also receive a special cash bonus of $200,000 payable during 2019.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Shareholders of the Company was held on April 18, 2019. The following items of business were presented to the
shareholders:
(1) The fifteen directors were elected as proposed in the Proxy Statement dated March 5, 2019
(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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115,248,587
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7,871,641
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36,338,976
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C. Randall Sims
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121,814,761
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1,305,467
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36,338,976
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Brian S. Davis
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110,008,702
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13,111,526
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36,338,976
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Milburn Adams
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120,805,771
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2,314,456
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36,338,976
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Robert H. Adcock, Jr.
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84,558,366
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38,561,862
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36,338,976
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Richard H. Ashley
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120,317,978
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2,802,250
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36,338,976
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Mike D. Beebe
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119,998,328
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3,121,900
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36,338,976
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Jack E. Engelkes
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120,065,423
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3,054,804
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36,338,976
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Tracy M. French
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114,736,310
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8,383,917
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36,338,976
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Karen E. Garrett
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122,310,612
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809,615
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36,338,976
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James G. Hinkle
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121,702,552
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1,417,676
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36,338,976
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Alex R. Lieblong
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36,925,009
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86,195,219
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36,338,976
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Thomas J. Longe
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121,855,694
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1,264,534
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36,338,976
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Jim Rankin, Jr.
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120,370,444
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2,749,784
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36,338,976
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Donna J. Townsell
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114,765,061
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8,355,166
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36,338,976
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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: 113,126,884 votes for, 9,328,608 votes against, 664,735 votes abstaining and
36,338,976 broker
non-votes.
(3) The amendment to the Companys
Restated Articles of Incorporation, as amended, to increase the number of authorized shares of common stock from 200,000,000 to 300,000,000 was approved as proposed in the Proxy Statement under the caption Approval of Amendment to the
Companys Articles of Incorporation to Increase the Number of Authorized Shares with votes cast as follows: 156,309,802 votes for, 2,377,322 votes against, 772,079 votes abstaining and zero broker
non-votes.
A copy of the amendment is attached as Exhibit 3.1 to this Current Report.
(4) 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, 2019 was ratified with votes cast as follows: 158,277,678 votes for, 808,055 votes against, 373,471 votes abstaining and zero broker
non-votes.