Home BancShares Inc. of Conway on Wednesday filed a proxy statement ahead of a shareholders vote to approve its $280 million merger with Liberty Bancshares Inc. of Jonesboro.
The document, available here, details the merger agreement the two companies reached earlier this year and spells out what compensation some Liberty Bank officers could receive after the deal closes on Oct. 24.
Home BancShares, the parent of Centennial Bank, is a publicly traded company (Nasdaq: HOMB) and filed its proxy with the U.S. Securities & Exchange Commission. Liberty Bank is privately held.
In addition to benefits they will receive as Home BancShares shareholders, four Liberty executives are entitled to compensation under their employee change of control severance agreements.
According to the proxy, CFO Lloyd McCracken, Vice Chairman Mark Fowler and President John Freeman each get total severance of $1.88 million, which includes $1.8 million in cash and $77,400 in equity.
Roy Reaves, chairman and CEO of Liberty’s Central Division, will receive total severance of $823,871.
The compensation is based on severance agreements reached with executives in 2001 and 2007. Payments are based on the executives’ base salaries over a given period, the proxy said.
Those executives will also remain covered by health insurance under Home BancShares’ health plan for a set period, the proxy said.
Home BancShares said it expects the deal to close at about 10 a.m. Oct. 24, the day after Home BancShares and Liberty Bank holds respective shareholder meetings to approve the deal.
In the proxy, Home BancShares said it expects Liberty Chairman and CEO Wallace Fowler and son Mark to the Home BancShares board of directors.