homb-20240301

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. __ )


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o			Soliciting Material Pursuant to §240.14a-12

Home BancShares, Inc.


(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


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			2024 Annual Meeting of Shareholders and Proxy Statement


			Notice of Annual Meeting of Shareholders

HOME BANCSHARES, INC.

719 Harkrider Street, Suite 100

Conway, Arkansas 72032

(501) 339-2929

Internet Site: www.homebancshares.com


Notice of Annual Meeting of Shareholders To Be Held on April 18, 2024

The Annual Meeting of Shareholders of Home BancShares, Inc. (the “Company”) will be held on April 18, 2024, at 10:00 a.m. (CDT) at the Company’s corporate office, located at 719 Harkrider Street, Conway, Arkansas, for the following purposes:

(1)To elect directors for a term of one year.

(2)To provide an advisory (non-binding) vote approving the Company’s compensation of its named executive officers.

(3)To provide an advisory (non-binding) vote determining the frequency with which shareholders will consider and approve an advisory vote on the Company’s compensation of its named executive officers.

(4)To ratify the appointment of FORVIS, LLP as the Company’s independent registered public accounting firm for the next fiscal year.

(5)To transact such other business as may properly come before the meeting or any adjournments thereof.

Only shareholders of record on February 16, 2024, will be entitled to vote at the meeting or any adjournments thereof. A list of shareholders will be available for inspection at the office of the Company at 719 Harkrider Street, Suite 100, Conway, Arkansas, 72032, beginning two business days after the date of this notice and continuing through the meeting. The stock transfer books will not be closed.

The 2023 Annual Report to Shareholders is included in this publication.


			By Order of the Board of Directors

			JOHN W. ALLISON
			Chairman and Chief Executive Officer

Conway, Arkansas
March 8, 2024

YOUR VOTE IS IMPORTANT

PLEASE COMPLETE, DATE AND SIGN YOUR PROXY AND RETURN IT WITHOUT DELAY


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Notice of Annual Meeting of Shareholders


How to Vote if you are A Shareholder of Record

Your vote is important. You can save the Company the expense of a second mailing by voting promptly. Shareholders of record can vote by telephone, on the Internet, by mail or by attending the Annual Meeting and voting by ballot as described below. (Please note: if you are a beneficial owner of shares held in the name of a bank, broker or other holder, please refer to your proxy card or the information forwarded by your bank, broker or other holder of record to see which options are available to you.)

The Internet and telephone voting procedures are designed to authenticate shareholders by use of a control number and to allow you to confirm that your instructions have been properly recorded. If you vote by telephone or on the Internet, you do not need to return your proxy card. Telephone and Internet voting facilities for shareholders of record will be available 24 hours a day and will close at 1:00 a.m. Central time on April 18, 2024.

Vote by Telephone

Vote on the Internet

Vote by Mail

Voting at the Annual Meeting

You can vote by calling the toll-free telephone number on your proxy card. Easy-to-follow voice prompts allow you to vote your shares and confirm that your instructions have been properly recorded.

You also can choose to vote on the Internet by visiting the website for Internet voting printed on your proxy card. Easy-to-follow prompts allow you to vote your shares and confirm that your instructions have been properly recorded.

If you choose to vote by mail, simply mark your proxy, date and sign it, and return it to Computershare in the postage-paid envelope provided. If the envelope is missing, please mail your completed proxy card to Proxy Services, c/o Computershare Investor Services, P.O. Box 43006, Providence, Rhode Island, 02940-3006.

The method by which you vote will not limit your right to vote at the Annual Meeting if you decide to attend in person. If your shares are held in the name of a bank, broker or other holder of record, you must obtain a legal proxy, executed in your favor, from the holder of record to be able to vote at the Meeting.

All shares that have been properly voted and not revoked will be voted at the Annual Meeting. If you sign and return your proxy card but do not give voting instructions, the shares represented by that proxy will be voted as recommended by the Board of Directors.

Important Notice Regarding the Availability of Proxy Materials

for the Shareholder Meeting to be Held on April 18, 2024:

The Notice and Proxy Statement and the Annual Report on Form 10-K

are available at www.envisionreports.com/HOMB.


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Table of Contents


1	Proxy Summary

7	About the Annual Meeting

11	Proposal One – Election of Directors
	11	Directors and Executive Officers of the Company
	12	Nominees for Director
	17	Executive Officers

19	Corporate Governance
	19	Duties of the Board
	19	Corporate Governance Guidelines and Policies
	19	Director Independence
	19	Board Structure and Role in Risk Oversight
	20	Code of Ethics
	20	Derivative Trading and Hedging

21	Board Meetings and Committees of the Board
	21	Committees of the Board
	21	Audit and Risk Committee
	22	Compensation and Leadership Devel opment Committee
	23	Nominating and Corporate Governance Committee
	25	Asset/Liability Committee

26	Director Compensation
	26	Director Compensation Table

28	Certain Relationships and Related Transactions

29	Delinquent Section 16(a) Reports

30	Principal Shareholders of the Company

32	Compensation Discussion and Analysis
	32	Named Executive Officers for 202 3
	32	2023 Performance Highlights
	33	Executive Compensation Highlights
	34	Compensation Philosophy
	34	Chairman & CEO Compensation History and Philosophy


	35	Consideration of Shareholder Advisory "Say-on-Pay" Vote
	35	Aligning Executive Compensation with Metrics that Drive Shareholder Value
	36	Compensation Committee Role and Decision-Making Process
	37	Components of Compensation

45	Report of the Compensation Committee of the Board of Directors

46	Executive Compensation
	46	Summary Compensation Table
	47	Employment Agreements
	48	Stock Awards and Stock Option Grants
	51	Option Exercises and Stock Awards Vested in 2023
	51	Pension and Other Benefits
	51	Nonqualified Deferred Compensation
	52	Payments Upon Termination or Change-In-Control
	55	Compensation Risk Assessment
	56	CEO Pay Ratio
	57	Pay versus Performance

61	Proposal Two – Advisory (Non-Binding) Vote Approving Executive Compensation

62	Proposal Three – Advisory (Non-Binding) Vote on Freque ncy of Shareholder Votes on Executive Compensation

63	Proposal Four – Ratification of Appointment of Independent Registered Public Accounting Firm

64	Report of the Audit Committee of the Board of Directors

65	Audit and Non-Audit Fees

66	Submission of Shareholder Proposals

66	Where You Can Find More Information

A-1	Appendix A


						www.homebancshares.com


			Proxy Summary

HOME BANCSHARES, INC.

719 Harkrider Street, Suite 100

Conway, Arkansas 72032

(501) 339-2929

Internet Site: www.homebancshares.com

Proxy Summary

This summary highlights selected information contained elsewhere in this Proxy Statement. This summary does not contain all of the information you should consider, and you should read the entire Proxy Statement carefully before voting. For more complete information regarding our 2023 performance, please review our 2023 Annual Report on Form 10-K, which accompanies this document.


The Annual Meeting

Date:			April 18, 2024

Time:			10:00 a.m. CST

Location:			Home BancShares, Inc. Corporate Office, 719 Harkrider Street, Conway, Arkansas

Record Date:			February 16, 2024

Number Shares Outstanding and Entitled to Vote:			201,136,052


Voting Matters and Board Recommendations

Matter		Board Recommendation	Page Reference
Proposal 1.	Election of Directors. To elect the 15 nominees listed in this Proxy Statement as directors for a term of one year.	ü FOR each nominee	11
Proposal 2.	Advisory (Non-Binding) Vote on Executive Compensation. To approve, on an advisory (non-binding) basis, the Company’s compensation of its named executive officers.	ü FOR	61
Proposal 3.	Advisory (Non-Binding) Vote on Frequency of Shareholder Votes on Executive Compensation. To approve, on an advisory (non-binding) basis, every 1 year as the frequency for future shareholder advisory votes on the Company’s compensation of its named executive officers.	ü 1 YEAR	62
Proposal 4.	Ratification of Appointment of Independent Registered Public Accountants. To ratify the appointment of FORVIS, LLP as the Company’s independent registered public accounting firm for the next fiscal year.	ü FOR	63


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Proxy Summary


Home BancShares Performance Highlights

Home BancShares, Inc. has consistently been one of the nation’s top-performing bank holding companies according to Forbes. The Company has been listed on the Forbes “America’s Best Banks” list for nine consecutive years (2015-2023) and has been ranked by Forbes as the #1 Best Bank in America in 2018, 2019 and 2022. Centennial Bank has been listed on the Forbes “World’s Best Banks” list for four consecutive years (2020-2023).


Forbes
BEST BANKS

America’s Best Banks			World’s Best Banks
2023			2023
2022 - #1			2022
2021			2021
2020			2020
2019 - #1
2018 - #1
2017
2016
2015

Company Records Set in 2023

Our bank subsidiary, Centennial Bank, provides a broad range of commercial and retail banking plus related financial services to businesses, real estate developers, investors, individuals and municipalities. Centennial Bank has branch locations in Arkansas, Florida, Texas, South Alabama, and New York City. Through our community banking philosophy, we are dedicated to consistently exceeding the expectations of our customers, shareholders and bankers while enriching the communities we serve. For the year ended December 31, 2023, the Company reported net income of $392.9 million and earnings per share of $1.94. Our continued strong performance is reflected in the following annual metrics that represent Company records in 2023:


Record Annual Metrics			12/31/2023
Total Loans			$14.4 billion
Total Equity			$3.8 billion
Total Net Interest Income			$826.9 million
Dividends to Shareholders			$0.72/share
Book Value			$18.81/share
Earnings, as adjusted (non-GAAP)(1)			$398.5 million
Earnings per share, as adjusted (non-GAAP)(1)			$1.97/share
(1) Non-GAAP financial measure. See Appendix A to this Proxy Statement for further information and a reconciliation to the most directly comparable GAAP financial measure.


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			Proxy Summary


Executive Compensation Highlights

Our compensation policies and practices are designed to align the interests of our employees with the interests of our shareholders. We seek to attract, retain, incent, and reward individuals who contribute to our long-term success. We strive to link pay to Company performance for all executive officers, including our Chairman and CEO.

ü A majority of our Chairman and CEO’s compensation consists of equity awards and is therefore at risk and aligned with our shareholders’ interests. Our Chairman and CEO remains the largest individual shareholder of the Company.

ü Two-thirds of the Chairman and CEO’s annual equity-based compensation is subject to predetermined relative performance metrics compared to a peer group and measured over a 3-year performance period.

ü Our Executive Incentive Plan allows our named executive officers to earn short-term incentive compensation based on predetermined performance metrics and goals, including a mix of absolute and relative performance targets compared to a peer group.

ü Our performance measures reflect key financial performance indicators that we believe drive value to our shareholders.

ü Compensation to our Chairman and CEO is aligned with Company performance.

ü Our cash and equity incentive programs, including the 2022 Equity Incentive Plan, contain meaningful clawback features and are subject to our Clawback Policy adopted in accordance with NYSE listing rules.

ü We utilize a performance peer group of U.S. banks and bank holding companies with $10 billion to $50 billion in total assets for our cash and equity incentive programs.


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Proxy Summary


Environmental, Social and Governance Highlights

As a customer- and community-focused bank, Home BancShares and Centennial Bank are committed to delivering on each of our core values while balancing the interests of our shareholders, our communities and, of course, our customers. Community involvement is a core focus for our Company. In the communities we serve, we support our schools, neighborhoods, cities and towns by volunteering for local boards and committees, grilling thousands of hamburgers and hot dogs, donating millions of dollars and investing in financial education opportunities that will affect those we serve. In our Company, we strive to build a talent-focused culture, one which is inclusive and provides opportunities for employees from all backgrounds to grow internally and succeed. Throughout our daily operations we seek ways to reduce our impact on the environment by eliminating or reducing the use of paper statements and documents where possible and utilizing energy-saving features in many of our offices and bank branches. We are also committed to maintaining high standards of corporate governance. Strong corporate governance practices help us achieve our performance goals and maintain the trust and confidence of our shareholders, employees and other constituents. As we move forward, we will continue to focus on our core values and incorporate innovative methods to reach our environmental, social responsibility and governance goals and continue to earn the trust of our shareholders.

Highlights of our commitments in these areas are provided below. Please visit https://www.my100bank.com/community-involvement/ to learn more about how our values come to life in our Corporate Social Responsibility Report.

Environmental

ü We regularly encourage our customers to sign up to receive statements and notices electronically through the use of E-statements and E-notices and to take advantage of our online and mobile banking services. As of December 31, 2023:

v 67.9% of checking accounts and 60.6% of savings accounts of our customers are enrolled in E-notices.

v 71.6% of checking accounts and 63.1% of savings accounts of our customers are enrolled in E-statements.

v We delivered an estimated 1.1 million E-notices and 2.7 million E-statements during 2023.

ü We encourage our employees to reduce their use of paper documents where possible and to receive tax documents through the use of E-tax forms.

ü We have implemented a policy that 100% of our shredded paper is recycled. During 2023, we estimate this resulted in:

v Lbs. of paper recycled: 1,057,308

v Gallons of oil saved: 177,404

v Trees saved: 9,338

v Kilowatts of energy saved: 1,964,328

v Cubic yards of landfill space saved: 1,812

v Gallons of water saved: 3,461,315

ü During 2023, we recycled an estimated 38,192 pounds of electronic waste across the Company.

ü We are continuing to invest in energy efficient data hardware for our offices and employees. As of December 31, 2023:

v Approximately 2,700 computers deployed in the Company are Energy Star Rated, which represents 99.5% of installed computers.

v Approximately 600 printers and copiers used by the Company are Energy Star Rated, which represents 95% of printer fleet.

v Approximately 4,000 monitors are Energy Star Rated or TCO Certified, which represents 99.5% of installed monitors.

ü Our corporate office and many of our banking locations also utilize various energy-saving features, including:

v Smart thermostats

v Energy efficient mechanical units

v LED lights (many with motion detection sensors)

v Energy efficient water heaters

v Low water flow plumbing


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			Proxy Summary

Corporate Social Responsibility

ü 69% of our 2,762 total employees are women.

ü 27% of our total employees identify as persons of color.

ü 62% of leadership roles in our Company are held by women.

ü We established a management level Environmental, Social and Corporate Governance Committee in 2021 to support our ongoing commitment to environmental performance, health and safety, corporate responsibility, corporate governance, sustainability and other public policy efforts.

ü We are investing in our employees through education and training in diversity and inclusion, regulatory compliance programs, company policies and procedures, software applications and professional development.

v Total employee classes taken in 2023: 207,451

v Total hours spent on training in 2023: 28,034

ü We have in-house products known as The Dream Loan Program and Happy Home Buyer that provide loan options to those who would otherwise not qualify for a mortgage, including funding 122 loans in 2023 with 100% financing to first time homebuyers.

ü We are a bronze sponsor of the National Association of Minority Mortgage Bankers of America.

ü We established a program in 2021 to create a documented process to allow us to communicate more effectively to Spanish-speaking customers in our market areas.

ü Through our in-house Affinity Loan Program we provided a lender credit to 251 customers employed in fields related to education, emergency medical services, firefighting, law enforcement and nursing for their primary home purchase or refinancing.

ü We publish an annual Corporate Social Responsibility Report which is available on our Centennial Bank website at https://www.my100bank.com/community-involvement/. We anticipate releasing our 2023 report during the second quarter of 2024.

ü Through our recent acquisition of Happy State Bank, we offer our Kids Bank Program, which provides children the opportunity to learn how to manage money and develop skills to grow their funds throughout every phase of life with employees that serve as an additional resource related to this program to help educate children and families on financial literacy.

Our Workforce

Total Employees 2,762





l	Female	(69%)
l	Male	(31%)


62% of leadership positions are held by women



l	>20	(2%)
l	20-29	(25%)
l	30-39	(20%)
l	40-49	(21%)
l	50-59	(17%)
l	60+	(15%)


69%						27%
Women						Employees who identify as person of color


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Proxy Summary

Corporate Governance

ü Annual director elections.

ü Independent Vice Chairman who presides at regular executive sessions of our independent directors.

ü All non-employee directors (12 of 16 directors) are independent.

ü Adopted Corporate Governance guidelines that address, among other items, director qualifications and responsibilities, Board Committees, and nonemployee director compensation.

ü Clawback policy consistent with NYSE requirements and additional clawback provisions in our incentive compensation programs.

SEC Form DEF 14A filed by Home BancShares Inc.