Skip to main content

HOME BANCSHARES INC

For the period ended Dec 31, 2024. Filed Mar 7, 2025.

View on SEC.gov

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 31, 2024 · Filed Mar 7, 2025

HOMB$29.86-0.7%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits
Contents

Cover page

Show cover page

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. __ )

Filed by the Registrant xFiled by a Party other than the Registrant o
Check the appropriate box:
oPreliminary Proxy Statement
oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
xDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting Material Pursuant to §240.14a-12

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
xNo fee required.
oFee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)Title of each class of securities to which the transaction applies:

(2)Aggregate number of securities to which the transaction applies:

(3)Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)Proposed maximum aggregate value of the transaction:

(5)Total fee paid:

oFee paid previously with preliminary materials.
oCheck box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)Amount Previously Paid:

(2)Form, Schedule or Registration Statement No.:

(3)Filing Party:

(4)Date Filed:

2025 Annual Meetingof Shareholdersand 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 ShareholdersTo 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

iwww.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 TelephoneVote on the InternetVote by MailVoting 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 atwww.envisionreports.com/HOMB.

www.homebancshares.comii

Table of Contents

1 · Proxy Summary
6 · About the Annual Meeting
11 · Proposal One – Election of Directors
11Directors and Executive Officers of the Company
12Nominees for Director
17Executive Officers
18Corporate Governance
18Duties of the Board
18Corporate Governance Guidelines and Policies
18Director Independence
18Board Structure and Role in Risk Oversight
19Code of Ethics
19Insider Trading Policy
19Derivative Trading and Hedging
20Board Meetings and Committees of the Board
20Committees of the Board
20Audit and Risk Committee
21Compensation and Leadership Development Committee
22Nominating and Corporate Governance Committee
24Asset/Liability Committee
25Director Compensation
25Director Compensation Table
27Certain Relationships and Related Transactions
28Delinquent Section 16(a) Reports
29Principal Shareholders of the Company
31Compensation Discussion and Analysis
31Named Executive Officers for 2024
312024 Performance Highlights
32Executive Compensation Highlights
33Compensation Philosophy
33Chairman & CEO Compensation History and Philosophy
34Consideration of Shareholder Advisory "Say-on-Pay" Vote
34Aligning Executive Compensation with Metrics that Drive Shareholder Value
35Compensation Committee Role and Decision-Making Process
37Components of Compensation
45Report of the Compensation Committee of the Board of Directors
46Executive Compensation
46Summary Compensation Table
47Employment Agreements
48Stock Awards and Stock Option Grants
51Option Exercises and Stock Awards Vested in 2024
51Pension and Other Benefits
52Nonqualified Deferred Compensation
52Payments Upon Termination or Change-In-Control
55Compensation Risk Assessment
56CEO Pay Ratio
57Pay versus Performance
61Proposal Two – Advisory (Non-Binding) Vote Approving Executive Compensation
62Proposal Three – Approval of Amendment to the Company’s Articles of Incorporation to Increase the Number of Authorized Shares
63Proposal Four – Ratification of Appointment of Independent Registered Public Accounting Firm
64Report of the Audit Committee of the Board of Directors
65Audit and Non-Audit Fees
66Submission of Shareholder Proposals
66Where You Can Find More Information
A-1Appendix A

www.homebancshares.com

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.