HOME BANCSHARES, INC. (NASDAQ:HOMB) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On April20, 2017, the Board of Directors (the Board) of Home
BancShares, Inc. (the Company) approved an increase in the number
of directors on the Board to the Companys Restated Articles of
Incorporation, as amended, to 15 directors effective April21,
2017. The Board elected Jim Rankin, Jr. and Karen Garrett to fill
the resulting vacancies on the Board. Mr.Rankins and Ms.Garretts
terms on the Board commenced on April21, 2017, and will continue
until the Companys next annual meeting or until his or her
successor is duly elected and qualified. The Companys committee
appointments for Mr.Rankin and Ms.Garrett have not been
determined at this time.
Mr.Rankin has served as President of Trinity Development Company
and Four Winds, Inc., two family-owned real estate development
and management companies with primary business interests in
Faulkner County, Arkansas, since 1999. Mr.Rankin is also an
attorney serving in private practice since 1993. Mr.Rankin has
been a director of our bank subsidiary, Centennial Bank, since
2001. He is a graduate of the University of Arkansas at
Fayetteville and received his juris doctor from the University of
Arkansas at Little Rock School of Law. Mr.Rankins experience and
expertise in residential and commercial real estate, law and
banking, and his knowledge and understanding of our business as a
current director of Centennial Bank, qualify him to serve on the
Board.
Ms.Garrett currently serves as the Managing Partner of Hudson,
Cisne Co., LLP, a certified public accounting firm in Little
Rock, Arkansas. Ms.Garrett has been a certified public accountant
with Hudson, Cisne Co. since 1996 and has served for ten years as
the firms personnel and recruiting coordinator. She is a member
of the Accounting Advisory Board for both the University of
Central Arkansas and the University of Arkansas at Little Rock,
and she served a five-year term on the Arkansas State Board of
Accountancy from 2010 to 2015. Ms.Garrett was the first female
recipient of the Associated General Contractors of Arkansas
annual Distinguished Service Award for 20 years of service to the
construction industry in 2015. She is a graduate of the
University of Central Arkansas in Conway, Arkansas. Her
leadership experience and expertise in tax accounting, auditing,
financial statement analysis, leadership succession planning,
business consulting and personnel management and recruiting
qualify her to serve on the Board.
Additionally, on April20, 2017, one of our current directors,
Dale A. Bruns, announced that he intends to retire from the Board
effective June25, 2017.
Item5.07 Submission of Matters to a Vote of Security
Holders.
The Annual Meeting of Shareholders of the Company was held on
April20, 2017. The following items of business were presented to
the shareholders:
(1) The thirteen directors were elected as proposed in the Proxy
Statement dated March7, 2017 (the Proxy Statement), under the
caption Election of Directors with votes cast as follows:
| TotalVoteFor Each Director | Total Vote WithheldFor EachDirector | Total Broker Non-VoteFor EachDirector | ||||||||||
|
John W. Allison |
103,706,423 | 1,091,503 | 25,759,605 | |||||||||
|
C. Randall Sims |
104,085,394 | 712,532 | 25,759,605 | |||||||||
|
Brian S. Davis |
97,546,491 | 7,251,435 | 25,759,605 | |||||||||
|
Milburn Adams |
101,936,717 | 2,861,209 | 25,759,605 | |||||||||
|
Robert H. Adcock, Jr. |
74,270,347 | 30,527,579 | 25,759,605 | |||||||||
|
Richard H. Ashley |
101,687,793 | 3,110,133 | 25,759,605 | |||||||||
|
Mike D. Beebe |
102,473,797 | 2,324,129 | 25,759,605 | |||||||||
|
Dale A. Bruns |
101,219,279 | 3,578,647 | 25,759,605 | |||||||||
|
Jack E. Engelkes |
101,687,506 | 3,110,420 | 25,759,605 | |||||||||
|
Tracy M. French |
103,913,820 | 884,106 | 25,759,605 | |||||||||
|
James G. Hinkle |
104,090,020 | 707,906 | 25,759,605 | |||||||||
|
Alex R. Lieblong |
99,441,987 | 5,355,939 | 25,759,605 | |||||||||
|
Thomas J. Longe |
103,866,809 | 931,117 | 25,759,605 |
(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:
95,071,765 votes for, 9,422,270 votes against, 303,891 votes
abstaining and 25,759,605 broker non-votes.
(3) The material terms of the performance goals under the
Companys Amended and Restated 2006 Stock Option and Performance
Incentive Plan, as amended, were approved as proposed in the
Proxy Statement under the caption Approval of the Material Terms
of the Performance Goals Under the Companys Amended and Restated
2006 Stock Option and Performance Incentive Plan with votes cast
as follows: 103,251,129 votes for, 1,363,763 votes against,
183,033 votes abstaining and 25,759,605 broker non-votes.
(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 December31,
2017 was ratified with votes cast as follows: 130,052,009 votes
for, 418,990 votes against, 86,532 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.
About HOME BANCSHARES, INC. (NASDAQ:HOMB)
Home BancShares, Inc. is a bank holding company. The Company is engaged in providing a range of commercial and retail banking, and related financial services to businesses, real estate developers and investors, individuals and municipalities through its community bank subsidiary, Centennial Bank (the Bank). The Company offers a range of products and services, including 24-hour Internet banking, mobile banking and voice response information, cash management, overdraft protection, direct deposit, safe deposit boxes, United States savings bonds and automatic account transfers. Cook Insurance Agency, Inc. is an independent insurance agency. Centennial Insurance Agency writes policies for commercial and personal lines of business, including insurance for property, casualty, life, health and employee benefits. The Centennial Bank trust department offers an array of trust services. These trust services is focused on personal trusts, corporate trusts and employee benefit trusts. HOME BANCSHARES, INC. (NASDAQ:HOMB) Recent Trading Information
HOME BANCSHARES, INC. (NASDAQ:HOMB) closed its last trading session down -0.68 at 25.28 with 546,739 shares trading hands.