Item 5.07 Submission of Matters to a Vote of Security Holders.
As previously announced, Home BancShares, Inc. (“Home” or the “Company”), its subsidiary bank, Centennial Bank (“Centennial”), Home’s acquisition subsidiary, HOMB Acquisition Sub III, Inc., Happy Bancshares, Inc. (“Happy”) and its subsidiary bank, Happy State Bank (“HSB”), have entered into an Agreement and Plan of Merger, dated September 15, 2021, as amended October 18, 2021 and further amended November 8, 2021 (the “Merger Agreement”), under which Home and Centennial will acquire Happy and HSB (the “Merger”).
A special meeting (the “Special Meeting”) of the shareholders of Home was held on December 15, 2021. The Special Meeting was held in order to vote upon the following proposals set forth in Home’s joint proxy statement/prospectus filed with the Securities and Exchange Commission on November 15, 2021 (the “Proxy Statement”): (1) to approve the issuance of shares of Home common stock in the Merger as contemplated by the Merger Agreement (the “Share Issuance Proposal”); (2) to approve an amendment to Home’s Restated Articles of Incorporation, as amended, to increase the maximum size of the Company’s board of directors from not more than 15 persons to not more than 17 persons (“Number of Directors Proposal”); and (3) to approve one or more adjournments of the Special Meeting, if necessary or appropriate, including adjournments to permit further solicitation of proxies in favor of the Share Issuance Proposal (the “Home Adjournment Proposal”). At the Special Meeting, the Share Issuance Proposal and the Number of Directors Proposal were approved by the affirmative vote of a majority of the shares of Home common stock voting on the respective proposals. Sufficient votes were also received to approve the Home Adjournment Proposal, but an adjournment was not necessary in light of the approval of the Share Issuance Proposal.
There were 163,627,286 shares of Home common stock issued and outstanding on the record date and eligible to be voted at the Special Meeting and 125,605,805 shares represented in person or by proxy at the Special Meeting, which constituted a quorum to conduct business at the meeting.
The items voted upon at the Special Meeting and the final voting results for each proposal were as follows:
(1)The Share Issuance Proposal was approved as proposed in the Proxy Statement with votes cast as follows: 124,937,581 votes for, 60,658 votes against, 607,565 votes abstaining and no broker non-votes.
(2)The Number of Directors Proposal was approved as proposed in the Proxy Statement with votes cast as follows: 123,748,089 votes for, 1,193,526 votes against, 664,188 votes abstaining and no broker non-votes.
(3)The Home Adjournment Proposal was approved as proposed in the Proxy Statement with votes cast as follows: 101,877,231 votes for, 23,083,562 votes against, 645,011 votes abstaining and no 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.