UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
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, 2013
Home BancShares, Inc.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
|
|
Arkansas
|
|
000-51904
|
|
71-0682831
|
|
(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.)
|
|
|
|
|
|
719 Harkrider, Suite 100, Conway, Arkansas
|
|
72032
|
|
(Address of principal executive offices)
|
|
(Zip Code)
|
(501) 328-4770
(Registrant’s telephone number, including area code)
Not
Applicable
(Former Name or Former Address, if Changed Since Last Report)
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 (see General Instruction A.2.
below):
|
¨
|
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))
|
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Shareholders of Home BancShares, Inc. (the “Company”) was held on April 18, 2013. The following items
of business were presented to the shareholders:
(1) The eleven directors were elected as proposed in the Proxy Statement
dated March 8, 2013 (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
|
|
|
22,804,747
|
|
|
|
230,577
|
|
|
|
3,132,815
|
|
|
C. Randall Sims
|
|
|
22,612,208
|
|
|
|
423,116
|
|
|
|
3,132,815
|
|
|
Randy E. Mayor
|
|
|
22,174,853
|
|
|
|
860,471
|
|
|
|
3,132,815
|
|
|
Milburn Adams
|
|
|
22,712,953
|
|
|
|
322,371
|
|
|
|
3,132,815
|
|
|
Robert H. Adcock, Jr.
|
|
|
14,846,215
|
|
|
|
8,189,109
|
|
|
|
3,132,815
|
|
|
Richard H. Ashley
|
|
|
22,266,999
|
|
|
|
768,325
|
|
|
|
3,132,815
|
|
|
Dale A. Bruns
|
|
|
14,690,996
|
|
|
|
8,344,328
|
|
|
|
3,132,815
|
|
|
Richard A. Buckheim
|
|
|
22,703,306
|
|
|
|
332,018
|
|
|
|
3,132,815
|
|
|
Jack E. Engelkes
|
|
|
22,713,366
|
|
|
|
321,958
|
|
|
|
3,132,815
|
|
|
James G. Hinkle
|
|
|
22,920,512
|
|
|
|
114,812
|
|
|
|
3,132,815
|
|
|
Alex R. Lieblong
|
|
|
21,152,107
|
|
|
|
1,883,217
|
|
|
|
3,132,815
|
|
(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: 22,470,749 votes for, 346,132 votes against, 218,443 votes abstaining and 3,132,815 broker non-votes.
(3) The amendment to the Company’s Restated Articles of Incorporation, as amended, to increase the number of authorized shares of
common stock from 50,000,000 to 100,000,000, was approved as proposed in the Proxy Statement under the caption “Approval of Amendment to Articles of Incorporation to Increase Number of Authorized Shares” with votes cast as follows:
23,242,253 votes for, 2,800,116 votes against, 125,770 votes abstaining and no broker non-votes. The amendment became effective upon the filing by the Company of a certificate of amendment with the Secretary of State of the State of Arkansas on
April 19, 2013. A copy of the amendment is attached as Exhibit 3.1 to this Current Report.
(4) The Audit
Committee’s selection and appointment of the accounting firm of BKD, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2013 was ratified with votes cast as follows: 25,971,753 votes
for, 190,287 votes against, 6,099 votes abstaining and no 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.
Item 7.01 Regulation FD Disclosure.
On April 18, 2013, the Company issued a press release announcing that the Board of Director has declared a regular $0.15 per share
quarterly cash dividend and a two-for-one forward stock split payable in the form of a 100% stock dividend. The cash dividend is payable June 5, 2013, to shareholders of record May 15, 2013. Additionally, the stock split is payable
June 12, 2013, to shareholders of record May 22, 2013. A copy of the press release is attached as Exhibit 99.1 to this Current Report.
Item 9.01 Financial Statements and Exhibits.
|
3.1
|
Seventh Amendment to the Restated Articles of Incorporation of Home BancShares, Inc.
|
|
99.1
|
Press Release: Home BancShares, Inc. Announces a 50% Increase in Second Quarter Cash Dividend Plus a Two-for-One Stock Split
|
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.
|
|
|
|
(Registrant)
|
|
|
|
|
Date: April 19, 2013
|
|
/s/ Brian Davis
|
|
|
|
Brian Davis
|
|
|
|
Chief Accounting Officer
|
Exhibit 3.1
SEVENTH AMENDMENT TO THE
RESTATED ARTICLES OF INCORPORATION
OF
HOME BANCSHARES, INC.
Pursuant to the Arkansas Business Corporation Act
of 1987, Home BancShares, Inc. (the “
Corporation
”) does hereby adopt the following articles of amendment to its Restated Articles of Incorporation, dated March 12, 1999, as previously amended on October 23,
2003, March 9, 2005, April 18, 2005, May 9, 2007, January 9, 2009, and January 13, 2009:
1. The first sentence of the first paragraph of Article THIRD is hereby amended in its entirety to read as follows:
THIRD: The authorized capital stock (the “
Capital Stock
”) of this Corporation shall be 100,000,000 shares of voting common stock (the “
Common Stock
”) having a par value
of $0.01 per share, and 5,500,000 shares of $0.01 par value preferred stock (the “
Preferred Stock
”).
EXECUTED this 18th day of April, 2013.
|
|
|
/s/ Holly McKenna
|
|
Holly McKenna, Secretary
|
Exhibit 99.1
|
|
|
|
|
For Immediate Release:
|
|
April 18, 2013
|
Home BancShares, Inc. Announces a 50% Increase in Second Quarter
Cash Dividend Plus a Two-for-One Stock Split
Conway, AR – Home BancShares, Inc.’s (NASDAQ GS: HOMB), parent company of Centennial Bank, today announced that its Board of Directors has declared a regular $0.15 per share quarterly cash
dividend payable June 5, 2013, to shareholders of record May 15, 2013. This cash dividend represents a $0.05 per share, or 50%, increase over the $0.10 cash dividend paid during the second quarter of 2012 and is a 15% increase over the
$0.13 per share cash dividend paid during the first quarter.
In addition, the Board of Directors has declared a two-for-one
stock split of its common stock payable in the form of a 100% stock dividend. The two-for-one stock split is payable June 12, 2013, to shareholders of record May 22, 2013. The additional shares will be distributed by the Company’s
transfer agent, Computershare, and the per share price of the Company’s common stock will adjust accordingly on the NASDAQ Global Select Market. The Company currently has approximately 28,116,000 shares of common stock outstanding. After the
stock split, the current number of shares of common stock outstanding will increase to approximately 56,232,000 shares.
Home BancShares, Inc. is a bank holding company, headquartered in Conway, Arkansas. Our
wholly-owned 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 locations in
Central Arkansas, North Central Arkansas, Southern Arkansas, the Florida Keys, Southwestern Florida, Central Florida, the Florida Panhandle and South Alabama. The Company’s common stock is traded through the NASDAQ Global Select Market under
the symbol “HOMB.”
This release contains forward-looking statements regarding the Company’s plans,
expectations, goals and outlook for the future. Statements in this press release that are not historical facts should be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements of this type speak only as of the date of this news release. By nature, forward-looking statements involve inherent risk and uncertainties. Various factors, including, but not limited to, economic conditions, credit
quality, interest rates, loan demand, the ability to successfully integrate new acquisitions and changes in the assumptions used in making the forward-looking statements, could cause actual results to differ materially from those contemplated by the
forward-looking statements. Additional information on factors that might affect Home BancShares, Inc.‘s financial results is included in its Annual Report on Form 10-K for the year ended December 31, 2012 filed with the Securities and
Exchange Commission.
####
FOR MORE INFORMATION CONTACT:
Brian Davis
Chief Accounting Officer &
Investor
Relations Officer
Home BancShares, Inc.
(501) 328-4770