homb-20250307

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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x			Definitive Proxy Statement

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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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			2025 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 17, 2025

The Annual Meeting of Shareholders of Home BancShares, Inc. (the “Company”) will be held on April 17, 2025, 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 approve an amendment to the Company’s Restated Articles of Incorporation, as amended, to increase the number of authorized shares of common stock from 300,000,000 to 400,000,000.

(4)To ratify the appointment of Forvis Mazars, 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 7, 2025, 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 2024 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 7, 2025

YOUR VOTE IS IMPORTANT

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


			i			www.homebancshares.com


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 17, 2025.

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 17, 2025:

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

are available at www.envisionreports.com/HOMB.


www.homebancshares.com			ii


Table of Contents


1	Proxy Summary

6	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

18	Corporate Governance
	18	Duties of the Board
	18	Corporate Governance Guidelines and Policies
	18	Director Independence
	18	Board Structure and Role in Risk Oversight
	19	Code of Ethics
	19	Insider Tradi ng Policy
	19	Derivative Trading and Hedging

20	Board Meetings and Committees of the Board
	20	Committees of the Board
	20	Audit and Risk Committee
	21	Compensation and Leadership Development Committee
	22	Nominating and Corporate Governance Committee
	24	Asset/Liability Committee

25	Director Compensation
	25	Director Compensation Table

27	Certain Relationships and Related Transactions

28	Delinquent Section 16(a) Reports

29	Principal Shareholders of the Company

31	Compensation Discussion and Analysis
	31	Named Executive Officers for 202 4
	31	202 4 Performance Highlights
	32	Executive Compensation Highlights
	33	Compensation Philosophy
	33	Chairman & CEO Compensation History and Philosophy


	34	Consideration of Shareholder Advisory "Say-on-Pay" Vote
	34	Aligning Executive Compensation with Metrics that Drive Shareholder Value
	35	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 202 4
	51	Pension and Other Benefits
	52	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 – Approval of Am e ndment to the Company ’s Ar ticles of Incorporation to Increase the Number of Authorized Shares

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 2024 performance, please review our 2024 Annual Report on Form 10-K, which accompanies this document.


The Annual Meeting

Date:			April 17, 2025

Time:			10:00 a.m. CST

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

Record Date:			February 7, 2025

Number Shares Outstanding and Entitled to Vote:			198,838,424


Voting Matters and Board Recommendations

Matter		Board Recommendation	Page Reference
Proposal 1.	Election of Directors. To elect the 13 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.	Approval of Increase in Authorized Shares. To approve the amendment of the Company’s Restated Articles of Incorporation, as amended, to increase the number of authorized shares of common stock from 300,000,000 to 400,000,000.	ü FOR	6 2
Proposal 4.	Ratification of Appointment of Independent Registered Public Accountants. To ratify the appointment of Forvis Mazars, LLP as the Company’s independent registered public accounting firm for the next fiscal year.	ü FOR	63


			1			www.homebancshares.com


Proxy Summary


Home BancShares Performance Highlights

Record Revenue, Earnings and Book Value

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, 2024, the Company exceeded $1.0 billion in total revenue for the first time while reporting record net income of $402.2 million and earnings per share of $2.01. Our continued strong performance is reflected in the following annual metrics that represent Company records in 2024:


Record Annual Metrics			12/31/2024
Total Revenue			$1.02 billion
Net Income			$402.2 million
Book Value			$19.92/share
Tangible Book Value (non-GAAP)(1)

SEC Form DEF 14A filed by Home BancShares Inc.