Home BancShares Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$HOMB
Major Banks
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 18, 2024
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(Exact name of Registrant as Specified in Its Charter)
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| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of Principal Executive Offices) (Zip Code)
(501 ) 339-2929
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.07 Submission of Matters to a Vote of Security Holders
The Company’s 2024 Annual Meeting of Shareholders was held on April 18, 2024. The following items of business were presented to the shareholders:
(1) The fifteen directors were elected as proposed in the Proxy Statement, under the caption “Election of Directors” with votes cast as follows:
| Total Vote For Each Director | Total Vote Withheld For Each Director | Total Broker Non-Vote For Each Director | |||||||||
| John W. Allison | 142,963,377 | 2,605,280 | 27,372,939 | ||||||||
| Brian S. Davis | 138,952,437 | 6,616,220 | 27,372,939 | ||||||||
| Milburn Adams | 143,495,830 | 2,072,827 | 27,372,939 | ||||||||
| Robert H. Adcock, Jr. | 143,632,790 | 1,935,867 | 27,372,939 | ||||||||
| Mike D. Beebe | 143,936,823 | 1,631,834 | 27,372,939 | ||||||||
| Jack E. Engelkes | 142,953,522 | 2,615,135 | 27,372,939 | ||||||||
| Tracy M. French | 141,681,149 | 3,887,508 | 27,372,939 | ||||||||
| Karen E. Garrett | 144,384,489 | 1,184,168 | 27,372,939 | ||||||||
| J. Pat Hickman | 97,427,681 | 48,140,975 | 27,372,939 | ||||||||
| James G. Hinkle | 140,290,896 | 5,277,761 | 27,372,939 | ||||||||
| Alex R. Lieblong | 140,266,219 | 5,302,438 | 27,372,939 | ||||||||
| Thomas J. Longe | 140,835,685 | 4,732,972 | 27,372,939 | ||||||||
| Jim Rankin, Jr. | 130,300,236 | 15,268,421 | 27,372,939 | ||||||||
| Larry W. Ross | 144,426,960 | 1,141,697 | 27,372,939 | ||||||||
| Donna J. Townsell | 141,578,310 | 3,990,347 | 27,372,939 | ||||||||
(2) The Company’s 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: 134,974,967 votes for, 9,953,383 votes against, 640,306 votes abstaining and 27,372,939 broker non-votes.
(3) The shareholders recommended that the Company hold future advisory votes on the Company’s 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: 137,114,714 votes for every year, 621,165 votes for every two years, 7,141,416 votes for every three years, 691,360 votes abstaining and 27,372,939 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 Company’s 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 2030.
(4) The Audit Committee’s selection and appointment of the accounting firm of FORVIS, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024 was ratified with votes cast as follows: 171,323,942 votes for, 1,217,749 votes against, 399,904 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.
No additional business or other matters came before the meeting or any adjournment thereof.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Home BancShares, Inc. | |||||||||||
| Date: | April 23, 2024 | By: | /s/ Jennifer C. Floyd | ||||||||
| Jennifer C. Floyd | |||||||||||
| Chief Accounting Officer | |||||||||||