homb-20230303

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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			2023 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 20, 2023

The Annual Meeting of Shareholders of Home BancShares, Inc. (the “Company”) will be held on April 20, 2023, 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 ratify the appointment of FORVIS, LLP (Formerly BKD, LLP) as the Company’s independent registered public accounting firm for the next fiscal year.

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

Only shareholders of record on February 21, 2023, 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 2022 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 3, 2023

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 20, 2023.

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 20, 2023:

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
	18	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 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 2
	32	202 2 Performance Highlights
	34	Executive Compensation Highlights
	34	Compensation Philosophy
	35	Chairman & CEO Compensation History and Philosophy


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

47	Report of the Compensation Committee of the Board of Directors

48	Executive Compensation
	48	Summary Compensation Table
	49	Employment Agreements
	50	Stock Awards and Stock Option Grants
	54	Option Exercises and Stock Awards Vested in 202 2
	54	Pension and Other Benefits
	55	Nonqualified Deferred Compensation
	55	Payments Upon Termination or Change-In-Control
	59	Compensation Risk Assessment
	59	CEO Pay Ratio
	60	Pay versus Performance

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

65	Proposal Three – Ratification of Appointment of Independent Registered Public Accounting Firm

66	Report of the Audit Committee of the Board of Directors

67	Audit and Non-Audit Fees

68	Submission of Shareholder Proposals

68	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 2022 performance, please review our 2022 Annual Report on Form 10-K, which accompanies this document.


The Annual Meeting

Date:			April 20, 2023

Time:			10:00 a.m. CST

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

Record Date:			February 21, 2023

Number Shares Outstanding and Entitled to Vote:			203,607,141


Voting Matters and Board Recommendations

Matter		Board Recommendation	Page Reference
Proposal 1.	Election of Directors. To elect the 16 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	64
Proposal 3.	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	65


			1			www.homebancshares.com


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. In 2022, for the third time in five years, the Company has been ranked by Forbes as the #1 Best Bank in America and has been listed on the Forbes “America’s Best Banks” list for nine consecutive years (2015-2023). Centennial Bank has been listed on the Forbes “World’s Best Banks” list for three consecutive years (2020-2022).


Forbes
BEST BANKS

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

Company Records Set in 2022

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, 2022, the Company reported net income of $305.3 million and earnings per share of $1.57. Our continued strong performance is reflected in the following annual metrics that represent Company records in 2022:


Record Annual Metrics			12/31/2022
Total Assets			$22.9 billion
Total Loans			$14.4 billion
Total Investments			$5.3 billion
Total Deposits			$17.9 billion
Total Equity			$3.5 billion
Total Net Interest Income			$758.7 million
Total Non-Interest Income			$175.1 million
Dividends to Shareholders			$0.66/share
Book Value			$17.33/share
Earnings, as adjusted (non-GAAP)(1)			$375.9 million
Earnings per share, as adjusted (non-GAAP)(1)			$1.93/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

Acquisition of Happy Bancshares, Inc.

On April 1, 2022, the Company completed its 25th acquisition since the Company’s founding in 1998, its largest to date and its first in the state of Texas with the acquisition of Happy Bancshares, Inc. (“Happy”) and its bank subsidiary, Happy State Bank, headquartered in Amarillo, Texas, for a total transaction value of approximately $962.5 million. As of the acquisition date, Happy had approximately $6.69 billion in total assets, $3.65 billion in loans and $5.86 billion in customer deposits, including the effects of the known purchase accounting adjustments. The Company issued approximately 42.4 million shares of its common stock valued at approximately $958.8 million as of April 1, 2022 in connection with the acquisition. The acquisition added new markets for expansion and brought complementary businesses together to drive synergies and growth. Following the acquisition, Centennial Bank now operates 63 branches in Texas

Highlights from the conversion following the acquisition of Happy include:

ü Converted over 145,000 checking and savings accounts with a balance of over $5 billion.

ü Converted over 193,000 Happy State Bank customers.

ü Onboarded 862 employees of Happy State Bank and have created new jobs within Happy’s footprint for additional employment opportunities.

ü Call volume in our Customer Care Center increased by over 619,000 calls during the six months ended December 31, 2022, as compared to the same six-month period for 2021. The ongoing average monthly call volume has increased by over 34,000 inbound calls as compared to the prior year.

ü Happy State Bank customers were allowed to retain their debit card and avoid the hassle of a debit card conversion.


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 named executive officers over the last three years is aligned with Company performance.

ü Our cash and equity incentive programs, including the 2022 Equity Incentive Plan, contain meaningful clawback features.

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 hamburger

SEC Form DEF 14A filed by Home BancShares Inc.