OZK
UNITED STATES
FEDERAL DEPOSIT INSURANCE CORPORATION
Washington, D.C. 20429
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant
Filed by a Party other than the Registrant
Check the appropriate box: Preliminary Proxy Statement
Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to §240.14a-12
Bank OZK
(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):
2024
Notice of Annual Meeting of Shareholders and Proxy Statement
18000 Cantrell Road
Little Rock, Arkansas 72223
NOTICE OF THE 2024 ANNUAL MEETING OF SHAREHOLDERS
DATE AND TIME
8:30 a.m. (Central Time) on May 6, 2024
PLACE
Bank OZK Headquarters, 18000 Cantrell Road, Little Rock, AR 72223
RECORD DATE
Close of business on February 27, 2024
ITEMS OF BUSINESS
NOTICE
As permitted by rules adopted by the Federal Deposit Insurance Corporation, we are primarily furnishing proxy materials to our shareholders via the Internet rather than mailing paper copies of the materials to each shareholder. Therefore, most shareholders will receive a Notice of Internet Availability of Proxy Materials with instructions about how to access the proxy materials via the Internet, how to vote your shares, and how to request a paper or electronic copy of our proxy materials, if you so desire. This notice, the proxy statement and the proxy card are first being distributed or made available, as the case may be, on or about March 15, 2024.
By Order of the Board of Directors,
George G. Gleason
Chairman and Chief Executive Officer
VOTING:
Your vote is important! Whether or not you plan to attend the meeting, we urge you to vote or submit your proxy as soon as possible so that your shares are represented at the meeting. Please vote your shares promptly in one of the following ways.
BY INTERNET: Visit www.proxyvote.com.
BY PHONE: Call 1-800-690-6903.
BY MAIL: Sign, date and return your proxy card.
IN PERSON: At the meeting on May 6, 2024.
The Board of Directors recommends that you vote "FOR" each director nominee included in Proposal 1 and "FOR" Proposals 2 and 3. The full text of each proposal is set forth in the accompanying proxy statement.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held on May 6, 2024: The accompanying proxy statement and our 2023 annual report, which includes our Annual Report on Form 10-Kfor the fiscal year ended December 31, 2023, are available free of charge on our Investor Relations website (ir.ozk.com). You may also access the proxy statement and our 2023 annual report free of charge at www.proxyvote.com.
George G. Gleason
Nicholas Brown
March 15, 2024
Dear fellow shareholders:
On behalf of the Board of Directors, we are pleased to invite you to the Bank OZK 2024 Annual Meeting of Shareholders (the "Annual Meeting"), which will be held at our corporate headquarters, 18000 Cantrell Road, Little Rock, Arkansas 72223, on May 6, 2024 at 8:30 a.m. Central Time. Our Board has fixed the close of business on February 27, 2024, as the record date for the determination of shareholders entitled to receive notice of the Annual Meeting and to vote on all matters presented at the Annual Meeting or any adjournment or postponement thereof.
As you will see, 2023 was another year of record performance for our bank. Against a backdrop of industry turbulence, economic challenges and geopolitical uncertainty, we achieved record profitability, strong growth in both loans and deposits, strategic expansion of our team, and many other successes. Our 2,700+ talented and hard-working teammates deserve all of the credit for our numerous record results and accomplishments. In 2023, our diluted earnings per share, total loans, and deposits all reached record levels, increasing year-over-year by 29%, 27% and 28%, respectively. We also maintained favorable asset quality and excellent efficiency and returned over $310 million to our shareholders through increased common stock dividends and share repurchases.
The Board is proud of these efforts and remains focused, as always, on creating and maximizing long-term value for our shareholders through meaningful growth in earning assets, deposits, net income and earnings per share, while maintaining strong capital and liquidity levels.
Thank you for your support and investment in Bank OZK. Whether or not you plan to attend the Annual Meeting, your views are important to us, and we ask you to please cast your vote via the Internet, telephone, mail or in person at the Annual Meeting, as outlined in this proxy statement. We are excited to continue delivering value to our shareholders and customers in 2024 and beyond.
Sincerely,
George G. Gleason
Nicholas Brown
Chairman of the Board of Directors and
Vice-Chairman and
Chief Executive Officer
Presiding Independent Director
TABLE OF CONTENTS
Page
PROXY STATEMENT SUMMARY
1
BOARD OF DIRECTORS
5
Proposal 1 - Election of Directors
5
Board Composition and Nomination Process
5
Summary of Director Nominee Skills, Experiences and Qualifications
7
Director Tenure and Diversity
8
2024 Director Nominees
9
Director Compensation Program
15
2023 Director Compensation
16
CORPORATE GOVERNANCE
Board Meetings and Committees
17
Board Leadership Structure and Practices
18
Shareholder Recommendations for Directors
21
Our Core Values
21
Corporate Responsibility Oversight
21
Security Ownership of Management and Principal Shareholders
22
Delinquent Section 16(a) Reports
23
Equity Compensation Plan Information
24
Related Person Transactions
24
AUDIT MATTERS
Report of the Audit Committee
25
Proposal 2 - Ratification of Independent Auditors
26
Fees of Independent Registered Public Accounting Firm
26
COMPENSATION DISCUSSION AND ANALYSIS
2023 Performance Highlights
27
Executive Compensation Philosophy
27
Key Features of our Executive Compensation Program
28
Shareholder Feedback
28
Compensation Decision Making Process
28
2023 Peer Group
29
2023 Executive Compensation Elements
30
Additional Compensation Policies and Practices
34
Compensation Committee Report
36
Compensation Committee Interlocks and Insider Participation
36
EXECUTIVE COMPENSATION TABLES
2023 Summary Compensation Table
37
2023 Grants of Plan-Based Awards
38
2023 Outstanding Equity Awards at Fiscal Year-End
39
2023 Option Exercises and Stock Vested
39
2023 Pension Benefits
40
2023 Nonqualified Deferred Compensation
40
Post-Employment Compensation
41
2023 CEO Pay Ratio
42
2023 Pay Versus Performance Table
42
Proposal 3 - Advisory, Non-Binding Vote to Approve Executive Compensation
45
OTHER INFORMATION
Shareholder Proposals for the 2025 Annual Meeting
45
Questions and Answers About How to Vote Your Proxy
46
Other Matters
48
Appendix A - Calculation of Non-GAAP Financial Measures
A-1
18000 Cantrell Road
Little Rock, Arkansas 72223
PROXY STATEMENT SUMMARY
This summary highlights certain information contained in this proxy statement. It does not contain all of the information provided elsewhere in the proxy statement; therefore, you should read the entire proxy statement carefully before voting. For more complete information regarding our 2023 performance, please refer to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 ("2023 Form 10-K"). Our proxy materials are first being distributed or made available, as the case may be, on or about March 15, 2024. In this proxy statement, terms like "Company," "we," "us," and "our" refer to Bank OZK and its consolidated subsidiaries.
ANNUAL MEETING INFORMATION
Date and Time:
Location:
Record Date:
Monday, May 6, 2024
18000 Cantrell Road
February 27, 2024
8:30 a.m. (Central Time)
Little Rock, AR 72223
Close of business
PROPOSALS AND VOTING RECOMMENDATIONS
Proposal
Description
Board Recommendation
Election of Directors (Page 5)
FOR
1
Our Board of Directors and Governance and Compensation Committee believe that the thirteen
director nominees possess the experience, qualifications, attributes and skills to provide effective
each nominee
oversight of management and set the strategic direction necessary for long-term value creation.
2
Ratification of PricewaterhouseCoopers LLP as Auditors for 2024 (Page 26)
FOR
Our Board of Directors and Audit Committee believe the retention of PricewaterhouseCoopers
LLP as our independent auditor for 2024 is in the best interests of our Company and shareholders.
Advisory, Non-Binding Approval of Executive Compensation (Page 45)
3
We are seeking an advisory, non-binding vote to approve the 2023 compensation of our named
FOR
executive officers, as described in the "Compensation Discussion and Analysis" section of this proxy
statement.
WAYS TO VOTE
Your vote is important. Please vote as promptly as possible by using any of the following methods:
Internet
Telephone
In Person
Visit proxyvote.com
Sign, date and return your
Call 1-800-690-6903
At the meeting in person
proxy card
This proxy statement contains forward-looking statements regarding our current expectations within the meaning of applicable securities laws and regulations. These statements are subject to a variety of risks and uncertainties that could cause actual results to differ materially from expectations. These risks and uncertainties include, but are not limited to, the risks detailed in our filings with the Federal Deposit Insurance Corporation ("FDIC"), including the Risk Factors section of our 2023 Form 10-K. We assume no obligation to update any of these forward-looking statements.
1
2023 RECORD PERFORMANCE
We continued to deliver strong financial performance in 2023, with numerous record results.
$1.44 billion
$674.6 million
Record Net Interest Income
Record Net Income Available to Common Stockholders
Increased 26.0% in 2023
Increased 23.2% in 2023
$5.87
$1.03 billion
Record Diluted Earnings Per Share
Record Pre-TaxPre-Provision Net Revenue*
Increased 29.3% in 2023
Increased 28.3% in 2023
5.16%
33.67%
Net Interest Margin
Record Efficiency Ratio
Compared to 4.82% in 2023
Compared to 35.75% in 2023
0.13%
54th
Net Charge-Off Ratio (Total Loans)
Consecutive Increase in Quarterly Dividend
Compared to 0.04% in 2023
Common stock dividends increased 12.7% in 2023
GOVERNANCE HIGHLIGHTS
We are committed to sound corporate governance that promotes the long-term interests of our shareholders and aligns with our strategic objectives.
Active Independent Oversight
Effective and Sound Practices
Demonstrated Accountability
2
2024 DIRECTOR NOMINEE HIGHLIGHTS
31% 31%
are womenare racially/ethnically diverse
99%
65
2023 meeting attendance
average age, ranging from 47-76
Director
Name & Principal Occupation
Age
Since
Nicholas Brown
65
2012
Retired President and CEO
Southwest Power Pool
Paula Cholmondeley
76
2016
Principal
The Sorrel Group
Beverly Cole
72
2018
CEO
Cole Renwick, LLC
Robert East
76
1997
Chairman
Robert East Company, Inc.
Kathleen Franklin
67
2017
Global Ethics and Compliance Strategy Leader
Sony Group Corporation
Jeffrey Gearhart
59
2018
Retired EVP, Global Governance & Corporate Secretary
Walmart, Inc.
George Gleason
70
1979
Chairman and CEO
Bank OZK
Peter Kenny
65
2013
Independent Market Strategist
William A. Koefoed, Jr.
59
2015
CFO
OneStream Software LLC
Elizabeth Musico
47
2023
VP, Human Resources
McKesson Corporation
Christopher Orndorff
59
2018
CEO and Chief Investment Officer
Cercano Management LLC
Steven Sadoff
60
2018
Chief Information Officer
Cantor Fitzgerald L.P.
Ross Whipple
72
2014
President
Horizon Timber Services, Inc.
12of 13
are independent
9.1
years average independent tenure
Independent Committee Memberships
3
EXECUTIVE COMPENSATION HIGHLIGHTS
Compensation Principles
Our executive compensation program is designed to:
Compensation Best Practices
To help us achieve our compensation goals, we apply the following practices (many of which are described further in the "Compensation Discussion and Analysis" section of this proxy statement):
WHAT WE DO
WHAT WE DON'T DO
COMMITMENT TO CORPORATE RESPONSIBILITY
Our commitment to Corporate Responsibility ("CR") is centered around five core areas we believe are most important to our shareholders, employees and customers and most relevant to our business:
Our full Board of Directors ("Board") is ultimately responsible for overseeing our CR objectives, with specific CR topics overseen by various Board committees. Senior management is responsible for the day-to-day execution of our CR objectives. Annually, we publish a CR report that highlights our efforts to invest in the development and well-being of our employees, support the needs of our customers and communities, reduce our environmental impact, and maintain a strong governance framework that enhances our culture of ethics and integrity.
These reports are available on our Investor Relations website at ir.ozk.com under "CRR." Website references throughout this proxy statement are provided for convenience only, and the content on the referenced websites, including any documents available on the websites, are not incorporated by reference into this proxy statement.
4
PROPOSAL 1 - ELECTION OF DIRECTORS
General
Our Board is comprised of one class of directors, elected annually. Each director serves a term of one year and until their successor is duly elected and qualified. The Board is currently comprised of 13 directors. At the Annual Meeting, shareholders will have an opportunity to vote for each of the 13 director nominees listed below.
The slate of nominees has been recommended to the Board by its Governance and Compensation Committee ("Governance Committee" or "Compensation Committee") and approved by the Board. Each nominee was elected at our 2023 annual meeting, presently serves as a member of the Board, and has consented to being named in this proxy statement and agreed to serve if elected.
Voting for Directors; Director Resignation Policy
The vote of a majority of all of the votes cast at the Annual Meeting is necessary for the election of a director. Under our Bylaws, any incumbent director nominee who does not receive a majority of the votes cast in an uncontested election must tender to the Board their resignation as a director, which will become effective upon acceptance by the Board. Within 90 days following the certification of the election results, the Board must publicly disclose its decision to either accept or reject the tendered resignation and, if rejected, its reasons for doing so.
The Board unanimously recommends a vote "FOR" the election of
each of the 13 director nominees.
FOR
BOARD COMPOSITION AND NOMINATION PROCESS
The Governance Committee is responsible for reviewing, from time to time, the requisite skills and characteristics of new Board members as well as the composition of the Board as a whole. Director nominees are selected for recommendation by the Governance Committee in accordance with the qualification standards described below and in our Corporate Governance Guidelines, or established from time to time by the Governance Committee.
Board Independence
In accordance with our Corporate Governance Guidelines, a majority of our Board must consist of independent directors pursuant to the applicable independence standards set forth under the Nasdaq listing standards. The Board has affirmatively determined that twelve of our thirteen current directors qualify as "independent" under the Nasdaq listing standards. The current independent directors are: Nicholas Brown, Paula Cholmondeley, Beverly Cole, Robert East, Kathleen Franklin, Jeffrey Gearhart, Peter Kenny, William A. Koefoed, Jr., Elizabeth Musico, Christopher Orndorff, Steven Sadoff and Ross Whipple.
The Board maintains a standing Governance and Compensation Committee, Audit Committee, and Risk Committee, and has determined that each director serving on these committees is independent based on the Nasdaq listing standards and applicable rules and regulations of the FDIC and the Securities and Exchange Commission ("SEC"). The Board has also determined that each member of the Audit Committee qualifies as an "audit committee financial expert" within the meaning of the regulations of the FDIC and SEC.
Director Criteria and Qualifications
In identifying and evaluating potential director nominees, the Governance Committee considers individuals from various disciplines and diverse backgrounds. While the Board does not have a specific diversity policy, the Governance Committee seeks to recommend, and the Board seeks to nominate, candidates who bring diverse perspectives and experiences to our Board, taking into account (among other factors) diversity of age, gender, race, ethnicity, experience, background and personal characteristics. As a primary consideration, the Board seeks members with complementary individual backgrounds that maximize perspective and ensure a wealth of experience to enable the Board to make better informed decisions.
5
Disclaimer
Bank OZK published this content on 14 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 March 2024 12:09:10 UTC.