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 21, 2016
Home BancShares, Inc.
(Exact name of registrant as specified in its charter)
Arkansas
(State or other jurisdiction of incorporation)
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000-51904
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71-0682831
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(Commission File Number)
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(IRS Employer Identification No.)
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719 Harkrider, Suite 100, Conway, Arkansas
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72032
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(Address of principal executive offices)
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(Zip Code)
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(501) 339-2929
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On April 21, 2016, the Board of Directors (the “Board”) of Home
BancShares, Inc. (the “Company”) elected former governor Mike Beebe to serve as a director of the Company to fill the vacancy on the Board resulting from the retirement of Richard A. Buckheim as of the expiration of his term at the 2016
Annual Meeting. Mr. Beebe’s term on the Board commenced following the completion of the 2016 Annual Meeting on April 21, 2016, and will continue until the Company’s next annual meeting or until his successor is duly elected and qualified.
The Company’s committee appointments for Mr. Beebe have not been determined at this time.
Mr. Beebe, age 68, currently serves as a
director of Tyson Foods, Inc. and a member of the Governors’ Council of the Bipartisan Policy Center (“BPC”) in Washington, D.C. He is also Of Counsel for the Roberts Law Firm, P.A. in Little Rock, Arkansas. Beebe was the Governor of
the State of Arkansas from 2007 to 2015 and the state’s Attorney General from 2003 to 2007, prior to which he served as a state senator for 20 years. Beebe began his law career in 1972, practicing law at Lightle, Beebe, Raney, Bell and Simpson
in Searcy, Arkansas. From 1974 to 1979, he was a member of the Board of Trustees at Arkansas State University. After receiving a Bachelor of Arts degree in political science from Arkansas State University in 1968, Beebe completed law school at the
University of Arkansas while serving in the U.S. Army Reserve from 1968 to 1974. His extensive leadership experience, ability to collaborate and his long-time support and understanding of business qualify him to serve on the Board.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Shareholders of the Company was held on April 21, 2016. The following items of business were presented to the
shareholders:
(1) The twelve directors were elected as proposed in the Proxy Statement dated March 4, 2016 (the “Proxy
Statement”), under the caption “Election of Directors” with votes cast as follows:
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Total Vote For
Each Director
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Total Vote
Withheld For
Each Director
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Total Broker
Non-Vote For
Each Director
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John W. Allison
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50,377,413
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480,239
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13,514,754
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C. Randall Sims
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50,261,915
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595,737
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13,514,754
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Brian S. Davis
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46,282,830
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4,574,822
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13,514,754
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Milburn Adams
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49,351,259
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1,506,393
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13,514,754
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Robert H. Adcock, Jr.
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33,631,628
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17,226,024
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13,514,754
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Richard H. Ashley
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49,196,550
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1,661,102
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13,514,754
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Dale A. Bruns
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49,151,905
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1,705,747
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13,514,754
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Jack E. Engelkes
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49,286,688
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1,570,964
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13,514,754
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Tracy M. French
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50,479,162
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378,490
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13,514,754
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James G. Hinkle
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50,413,162
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444,490
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13,514,754
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Alex R. Lieblong
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50,113,309
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744,343
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13,514,754
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Thomas J. Longe
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50,569,896
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287,756
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13,514,754
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(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: 45,278,834 votes for, 5,129,154 votes against, 449,664 votes abstaining and 13,514,754 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 100,000,000 to 200,000,000, 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: 56,966,501
votes for, 6,680,930 votes against, 724,975 votes abstaining and zero 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 22,
2016. A copy of the amendment is attached as Exhibit 3.1 to this Current Report.
(4) The amendment to the Company’s Amended and Restated 2006 Stock Option and Performance
Incentive Plan, as amended, to increase the number of shares reserved for issuance under such plan to 5,644,000, was approved as proposed in the Proxy Statement under the caption “Approval of Amendment to the Company’s Amended and Restated
2006 Stock Option and Performance Incentive Plan” with votes cast as follows: 48,774,086 votes for, 1,651,708 votes against, 431,858 votes abstaining and 13,514,754 broker non-votes. A copy of the amendment is attached as Exhibit 10.1 to this
Current Report.
(5) 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, 2016 was ratified with votes cast as follows: 64,065,671 votes for, 284,766 votes against, 21,969 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.
Item 7.01 Regulation FD Disclosure.
On April 21, 2016, the Company issued a press release announcing the appointment of former Governor Mike Beebe to its Board of
Directors. Additionally, on April 21, 2016, the Company issued a press release announcing that the Board of Director has declared a regular $0.175 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 1, 2016, to shareholders of record May 11, 2016. Additionally, the stock split is payable June 8, 2016, to shareholders of record May 18, 2016. Copies of the press releases are attached as
Exhibits 99.1 and 99.2, respectively, to this Current Report.
The information in Exhibits 99.1 and 99.2 shall not be deemed
“filed” for purposes of Section 18 of the U.S. Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference in any filing under the U.S. Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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3.1
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Eighth Amendment to the Restated Articles of Incorporation of Home BancShares, Inc.
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10.1
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Amendment to the Amended and Restated 2006 Stock Option and Performance Incentive Plan, as amended, of Home BancShares, Inc.
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99.1
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Press Release: Home BancShares, Inc. Announces the Appointment of Former Governor Mike Beebe to Its Board of Directors.
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99.2
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Home BancShares, Inc. Announces a 40% Increase in Second Quarter Cash Dividend Plus a Two-for-One Stock Split.
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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.
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Home BancShares, Inc.
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(Registrant)
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Date: April 22, 2016
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/s/ Jennifer C. Floyd
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Jennifer C. Floyd
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Chief Accounting Officer & Investor Relations Officer
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Exhibit 3.1
EIGHTH AMENDMENT TO THE
RESTATED ARTICLES OF INCORPORATION
OF
HOME BANCSHARES, INC.
Pursuant to the Arkansas Business Corporation Act of 1987, as amended, 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, January 13, 2009, and
April 18, 2013:
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 200,000,000 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 21st day of April, 2016.
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/s/ Holly McKenna
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Holly McKenna, Secretary
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Exhibit 10.1
AMENDMENT
TO
HOME BANCSHARES, INC.
AMENDED AND RESTATED
2006 STOCK OPTION AND PERFORMANCE INCENTIVE PLAN
The first sentence of Section 2.2 of the Home BancShares, Inc. Amended and Restated 2006 Stock Option and Performance Incentive Plan is hereby
amended to read in its entirety as follows:
2.2
Maximum Shares Available
. The maximum aggregate number of shares of the
Company’s Common Stock, par value $0.01 per share (the “Common Stock”), available for award as Options, Stock Appreciation Rights, Restricted Shares, Performance Shares, Performance Units and Unrestricted Shares under the Plan, is
5,644,000, all of which are subject to adjustment pursuant to Article 16.
APPROVED by the shareholders of Home BancShares, Inc. at the
annual meeting of shareholders duly called and held this 21st day of April, 2016.
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/s/ Holly McKenna
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Secretary
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Exhibit 99.1
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For Immediate Release
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April 21, 2016
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Home BancShares, Inc. Announces the Appointment of
Former Governor Mike Beebe to Its Board of Directors
Conway, AR – Home BancShares, Inc. (NASDAQ GS: HOMB), parent company of Centennial Bank, announces the appointment of former governor
Mike Beebe to its Board of Directors to fill a vacancy on the Board. “We continue to attract highly valued talent to our organization, including the addition of Mike Beebe to our Board of Directors,” said John Allison, Chairman. “Our
Board aims to maintain both relevant skill sets and experience among its members, and we’re confident Mr. Beebe’s broad leadership experience, ability to collaborate and his long-time development and knowledge of business make him an
excellent addition to what is already a strong and diverse Board.”
“Being from Arkansas, Home BancShares is one of the
companies I’ve followed since its inception,” Beebe stated. “I’ve been impressed with the tremendous growth this company has achieved throughout the years under the leadership of not only John Allison, but also the entire Home
BancShares Board of Directors. It’s an honor to be selected to serve the Company’s shareholders alongside these Board members and become a part of the Company’s growth story.”
Beebe currently serves as a director of Tyson Foods, Inc. and a member of the Governors’ Council of the Bipartisan Policy Center (“BPC”) in
Washington, D.C. He is also Of Counsel for the Roberts Law Firm, P.A. in Little Rock, Arkansas. Beebe was the Governor of the State of Arkansas from 2007 to 2015 and the state’s Attorney General from 2003 to 2007, prior to which he served as a
state senator for 20 years. Beebe began his law career in 1972, practicing law at Lightle, Beebe, Raney, Bell and Simpson in Searcy, Arkansas. From 1974 to 1979, he was a member of the Board of Trustees at Arkansas State University. After receiving
a Bachelor of Arts degree in political science from Arkansas State University in 1968, Beebe completed law school at the University of Arkansas while serving in the U.S. Army Reserve from 1968 to 1974.
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 branch locations
in Arkansas, Florida, South Alabama and a loan production office in New York City. 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, 2015 filed with the Securities and Exchange Commission (the “SEC”) on February 26,
2016.
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FOR MORE INFORMATION CONTACT:
Jennifer C. Floyd
Chief Accounting Officer &
Investor Relations Officer
Home
BancShares, Inc.
(501) 339-2929
Exhibit 99.2
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For Immediate Release:
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April 21, 2016
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Home BancShares, Inc. Announces a 40% Increase in Second Quarter
Cash Dividend Plus a Two-for-One Stock Split
Conway, AR – Home BancShares, Inc. (NASDAQ GS: HOMB), parent company of Centennial Bank, today announced that its Board of Directors has
declared a regular $0.175 per share quarterly cash dividend payable June 1, 2016, to shareholders of record May 11, 2016. This cash dividend represents a $0.05 per share, or 40%, increase over the $0.125 cash dividend paid during the second
quarter of 2015 and is a 16.7% increase over the $0.15 per share cash dividend paid during the first quarter of 2016.
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 8, 2016, to shareholders of record May 18, 2016. 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 70,190,000 shares of
common stock outstanding. After the stock split, the current number of shares of common stock outstanding will increase to approximately 140,380,000 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 branch locations in Arkansas, Florida, South Alabama and a loan
production office in New York City. 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, 2015 filed with the Securities and Exchange
Commission (the “SEC”) on February 26, 2016.
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FOR MORE INFORMATION CONTACT:
Jennifer C. Floyd
Chief Accounting Officer &
Investor
Relations Officer
Home BancShares, Inc.
(501) 339-2929