Bank of the Ozarks, Inc. (NASDAQ:OZRK) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Bank of the Ozarks, Inc. (NASDAQ:OZRK) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

(e)Company Equity Plans

Amendment to the Non-Employee Director Stock Plan

As described below in Item 5.07 of this Current Report on Form
8-K, on May 8, 2017, at Bank of the Ozarks, Inc.s (the Company)
2017 Annual Shareholders Meeting (the Annual Meeting), the
Companys shareholders approved an amendment to the Bank of the
Ozarks, Inc. Non-Employee Director Stock Plan, which increases
the amount of the annual director grant to $50,000 worth of
shares of the Companys common stock and increases the shares
available for issuance by 50,000 shares from 50,000 to 100,000
(as amended, the Director Plan).

to the terms of the Director Plan, upon election by the Companys
shareholders at each annual meeting of shareholders, or any
special shareholders meeting called for such purpose, each
non-employee director (each an Eligible Director) will
automatically receive an award of shares of common stock. Each
Eligible Director appointed as a member of the Board of Directors
for the first time, other than upon election by the Companys
shareholders at an annual shareholders meeting (or any special
shareholders meeting called for such purpose), will automatically
receive an award of shares of common stock. The number of shares
of common stock subject to the award will be the equivalent of
$50,000 worth of shares of common stock based on the average of
the highest reported asked price and the lowest reported bid
price reported on the NASDAQ on the grant date, which shall be
the date such Eligible Director is elected as a director by the
Companys shareholders or the date such Eligible Director is first
appointed as a member of the Board, as applicable.

The description of the Director Plan is qualified by reference to
the Director Plan, which is filed as Exhibit 10.1 to this Current
Report on Form 8-K and incorporated herein by reference.A brief
description of the Director Plan, as amended, is included as part
of Proposal #2 in the Companys Proxy Statement for the Annual
Meeting which was filed with the Securities and Exchange
Commission on March 13, 2017.

Item 5.07 Submission of Matters to a Vote of Security Holders

The Annual Meeting was held on May 8, 2017, at which (i) sixteen
(16) directors were elected, (ii) the amendment to the Director
Plan was approved, (iii) the Audit Committees selection and
appointment of PricewaterhouseCoopers LLP, the Companys
independent registered public accounting firm, was ratified, and
(iv) the compensation paid to the Companys named executive
officers was approved in an advisory vote. The proposals are
described in detail in the Companys Proxy Statement for the
Annual Meeting, which was filed with the Securities and Exchange
Commission on March 13, 2017.At the Annual Meeting, 106,089,118
shares of common stock, or approximately 87.26% of the
121,571,005 shares of common stock outstanding and entitled to
vote at the Annual Meeting, were present in person or by proxies.
The final results for the votes regarding each proposal are set
forth below.

Proposal No. 1.Election of Directors

The following persons were duly elected as directors of the
Company until the 2018 Annual Meeting of Shareholders or until
their successors are duly elected and qualified: Nicholas Brown,
Paula Cholmondeley, Richard Cisne, Robert East, Catherine B.
Freedberg, George Gleason, Linda Gleason, Peter Kenny, William
Koefoed, Jr., Henry Mariani, Walter J. (Jack) Mullen, III, Robert
Proost, John Reynolds, Dan Thomas, Ross Whipple and Kathleen
Franklin. The table below sets forth the voting results for each
director nominee:

Name of Director Nominee

Votes For

Votes Withheld

Broker Non-Votes

George Gleason

92,618,979

520,935

12,949,204

Nicholas Brown

92,646,865

493,049

12,949,204

Richard Cisne

92,642,755

497,159

12,949,204

Robert East

92,530,109

609,805

12,949,204

Catherine B. Freedberg

92,940,013

199,901

12,949,204

Ross Whipple

92,905,471

234,443

12,949,204

Linda Gleason

92,663,178

476,736

12,949,204

Peter Kenny

92,671,312

468,602

12,949,204

Robert Proost

92,814,440

325,474

12,949,204

William Koefoed, Jr.

92,941,127

198,787

12,949,204

John Reynolds

92,645,067

494,847

12,949,204

Dan Thomas

91,906,994

1,232,920

12,949,204

Henry Mariani

92,419,640

720,274

12,949,204

Paula Cholmondeley

92,745,160

394,754

12,949,204

Walter J. Mullen, III

92,944,090

195,824

12,949,204

Kathleen Franklin

92,900,807

239,107

12,949,204

Proposal No. 2. Approval of the amendment to the Director Plan

At the Annual Meeting, the Companys shareholders approved an
amendment to the Director Plan to increase the amount of the
annual director grant to $50,000 worth of shares of the Companys
common stock and increase the shares available for issuance by
50,000 shares from 50,000 to 100,000. The table below sets forth
the voting results for this proposal:

Votes For

Votes Against

Abstentions

Broker Non-Votes

91,693,925

1,388,929

57,060

12,949,204

Proposal No 3.Ratification of PricewaterhouseCoopers LLP as the
Companys Independent Auditors

At the Annual Meeting, the Companys shareholders ratified the
Audit Committees appointment of PricewaterhouseCoopers LLP as the
Companys independent auditors for the fiscal year ending December
31, 2017. The table below sets forth the voting results for this
proposal:

Votes For

Votes Against

Abstentions

Broker Non-Votes

105,807,472

174,812

106,834

Proposal No 4.Advisory Vote to Approve the Companys Named
Executive Officer Compensation

At the Annual Meeting, the Companys shareholders approved a
non-binding resolution to approve the compensation of the
Companys named executive officers. The table below sets forth the
voting results for this proposal:

Votes For

Votes Against

Abstentions

Broker Non-Votes

91,563,203

1,087,074

489,637

12,949,204

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits.

10.1*

Bank of the Ozarks, Inc. Non-Employee Director Stock
Plan, as amended, effective May 8, 2017

*Management contract or a compensatory plan or arrangement.


About Bank of the Ozarks, Inc. (NASDAQ:OZRK)

Bank of the Ozarks, Inc. is a bank holding company. The Company owns an Arkansas state chartered subsidiary bank, Bank of the Ozarks (the Bank). The Company, through the Bank, conducts operations through approximately 257 offices, including over 80 offices in Arkansas, approximately 30 in Georgia, over 20 in North Carolina, over 20 in Texas, approximately 44 in Florida, over three in Alabama, approximately two each in South Carolina and New York, and one in California. It owns Ozark Capital Statutory Trust II, Ozark Capital Statutory Trust III, Ozark Capital Statutory Trust IV and Ozark Capital Statutory Trust V (collectively, the Ozark Trusts). It owns Intervest Statutory Trust II, Intervest Statutory Trust III, Intervest Statutory Trust IV and Intervest Statutory Trust V. It provides a range of retail and commercial banking services. Its deposit services include checking, savings, money market, time deposit and individual retirement accounts.

Bank of the Ozarks, Inc. (NASDAQ:OZRK) Recent Trading Information

Bank of the Ozarks, Inc. (NASDAQ:OZRK) closed its last trading session up +0.30 at 48.59 with 434,422 shares trading hands.

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