UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.)

Filed by the Registrantx

Filed by a Party other than the Registrant¨

Check the appropriate box:

Bank of the Ozarks, Inc.

(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):

Notes:

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD APRIL 15, 2013MAY 19, 2014

Dear Shareholder:

You are cordially invited to attend the 20132014 Annual Meeting of Shareholders of Bank of the Ozarks, Inc., an Arkansas corporation (the “Company”), to be held at the Company’s office, 17901 Chenal Parkway, Little Rock, Arkansas 72223, on Monday, April 15, 2013May 19, 2014 at 8:30 a.m., local time, for the following purposes:

Only Shareholders of record at the close of business on February 19, 2013March 10, 2014 will be entitled to vote at the 20132014 Annual Meeting and any adjournments or postponements thereof.

The Company’s proxy statement and a form of proxy card are included with this Notice. The annual reportAnnual Report on Form 10-K for the year ended December 31, 20122013 is also enclosed.

Little Rock, Arkansas

March 8, 201311, 2014

YOUR VOTE IS IMPORTANT. PLEASE DATE, SIGN AND PROMPTLY RETURN THE ENCLOSED FORM OF PROXY SO THAT YOUR SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES AND IN ORDER THAT THE PRESENCE OF A QUORUM MAY BE ASSURED. YOU MAY ALSO VOTE BY CALLING THE TOLL-FREE NUMBER OR BY USING THE INTERNET AS FURTHER DESCRIBED IN THE ENCLOSED PROXY CARD. THE GIVING OF YOUR PROXY DOES NOT AFFECT YOUR RIGHT TO REVOKE IT LATER OR TO VOTE YOUR SHARES IN PERSON IF YOU ATTEND THE MEETING.

Important notice regarding the availability of proxy materials for the Shareholder Meeting to be held on April 15, 2013.May 19, 2014. The Company’s Proxy Statement for the Annual Meeting of Shareholders to be held on April 15, 2013May 19, 2014 and Annual Report on Form 10-K for the fiscal year ended December 31, 20122013 are also available atwww.proxyvote.com by entering the control number found on your proxy card.

P.O. BOX 8811

LITTLE ROCK, ARKANSAS 72231-8811

PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS

APRIL 15, 2013MAY 19, 2014

SOLICITATION AND REVOCATION OF PROXYINFORMATION ABOUT THE MEETING

Solicitation and Revocation of Proxy

The enclosed proxy, for use only at the 20132014 Annual Meeting of Shareholders (the “Annual Meeting”) of Bank of the Ozarks, Inc. (the “Company”) to be held at the Company’s office, 17901 Chenal Parkway, Little Rock, Arkansas 72223 on Monday, April 15, 2013May 19, 2014 at 8:30 a.m., local time, and any adjournments or postponements thereof, is solicited on behalf of the Board of Directors (the “Board”) of the Company. This solicitation is being made primarily by mail, but may also be made in person or by telephone, facsimile or email by officers, directors and employees of the Company. All expenses incurred in the solicitation will be paid by the Company. Solicitation by such persons will be made on a part-time basis and no special compensation other than reimbursement of actual expenses incurred in connection with such solicitation will be paid.

Any Shareholder executing a proxy retains the right to revoke it at any time prior to exercise at the Annual Meeting. A proxy may be revoked at any time before it is used, upon delivery of written notice to the Secretary of the Company prior to the Annual Meeting, by execution and delivery of a later proxy, or by attending the Annual Meeting and voting in person. However, your attendance at the Annual Meeting will not automatically revoke your proxy unless you vote again at the Annual Meeting or specifically request that your proxy be revoked by delivering written notice to the Secretary of the Company prior to the Annual Meeting. If not revoked, all properly executed proxies received will be voted at the meeting in accordance with the terms of the proxy.

The Company knows of no matter to be brought before the Annual Meeting other than those referred to in the accompanying notice of the Annual Meeting.

This proxy material is first being mailed to Shareholders on or about March 8, 2013.14, 2014.

OUTSTANDING STOCK AND VOTING RIGHTSOutstanding Stock and Voting Rights

The Nominating and Governance Committee has selected, and the Board has ratified, February 19, 2013 as the record date (the “Record Date”) for the Annual Meeting. Only those holdersShareholders of record of common stock as of the close of business on the Record DateMarch 10, 2014 (the “Record Date”) are entitled to notice of and to vote at the Annual Meeting. At the close of business on the Record Date, there were 35,354,02436,939,552 shares of the Company’s common stock, $0.01 par value per share, (“Common Stock”) outstanding. As used in this proxy statement, the term “Shareholder” means a holder of Common Stock, unless the context requires otherwise.

At the meeting each Shareholder will be entitled to one vote, in person or by proxy, for each share of Common Stock owned of record as of the close of business on the Record Date. To vote by proxy, Shareholders must complete and return the enclosed proxy card, or Shareholders can vote by calling the toll-free telephone number or using the Internet as further described on the enclosed proxy card. Votes will be tabulated by inspectors of election appointed by the Board. The stock transfer books of the Company will not be closed.

The enclosed form of proxy provides a method for Shareholders to withhold authority to vote for any one or more of the nominees for the Board while still granting authority to the proxy to vote for the remaining nominees. The names of all nominees are listed on the proxy card. To grant the proxy authority to vote for all nominees, Shareholders should check the box marked “FOR ALL.” To withhold authority to vote for all nominees, Shareholders should check the box marked “WITHHOLD ALL.” To withhold authority to vote for individual nominee(s), Shareholders should mark the “FOR ALL EXCEPT” box and follow the instructions in the form of proxy on how to indicate the name(s) of such nominee(s).

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By checking the box marked “WITHHOLD ALL,” shares will not be counted as votes cast and will have no effect on the outcome of the election of directors, but will be counted as present at the meeting for the purpose of calculating whether a quorum exists. Provided a quorum is present, the affirmative vote of a plurality of the votes cast by the shares entitled to vote in the election of directors at the Annual Meeting is required for election of each nominee to the Board. Shareholders may not cumulate their votes with respect to the election of directors.IF YOU ARE THE SHAREHOLDER OF RECORD AND NO VOTING INSTRUCTIONS ARE INDICATED ON THE PROXY CARD, YOUR SHARES OF COMMON STOCK WILL BE VOTED FOR THE ELECTION OF EACH OF THE NOMINEES.

Additionally, the enclosed form of proxy provides a method for Shareholders to vote “FOR” or “AGAINST,” or to “ABSTAIN” from voting for, the amendment ofto the Company’s 2009 Restricted Stock Plan,Bylaws, the amendment to the Amended and Restated Articles of Incorporation, the amendment and restatement of the Company’s Non-Employee Director2009 Restricted Stock Option Plan, the ratification of the Company’s independent auditors and the approval of the Company’s executive compensation. Provided a quorum is present, approval of these proposals requires the affirmative vote of a majority of the votes cast in person or by proxy at the Annual Meeting and entitled to vote on the proposals. A properly executed proxy marked “ABSTAIN” with respect to any of these matters will not be voted, although it will be counted for purposes of determining whether a quorum is present at the Annual Meeting. As with the election of directors, an abstention will have no effect on the outcome of the vote on these matters because for voting purposes they are not considered votes cast.

Brokers who hold shares in street name for customers who are beneficial owners of such shares are prohibited from giving a proxy to vote such customers’ shares on “non-routine” matters in the absence of specific instructions from such customers. This is commonly referred to as a “broker non-vote.” The election of directors, the vote on amendment of the Company’s 2009 Restricted Stock Plan,Bylaws, the vote on the amendment of the Company’s Amended and Restated Articles of Incorporation, the vote on the amendment and restatement of the Company’s Non-Employee Director2009 Restricted Stock Option Plan, and the shareholderShareholder advisory vote on executive compensation are considered non-routine matters under applicable rulesNew York Stock Exchange Rule 452 (which governs all brokers, including those holding NASDAQ-listed securities) and, therefore, a broker or other nominee may not vote on these matters without instructions from the beneficial owner. Consequently, there may be broker non-votes with respect to these proposals. Broker non-votes, however, will be treated in the same manner as abstentions for voting and quorum purposes and will have no effect on the outcome of these proposals.IF YOU ARE A BENEFICIAL OWNER OF SHARES HELD IN STREET NAME AND DO NOT PROVIDE YOUR BROKER WITH SPECIFIC VOTING INSTRUCTIONS, YOUR BROKER CANNOT VOTE YOUR SHARES IN THE ELECTION OF DIRECTORS, OR WITH RESPECT TO THE AMENDMENT OF THE COMPANY’S 2009 RESTRICTED STOCK PLAN,BYLAWS, THE AMENDMENT OF THE COMPANY’S AMENDED AND RESTATED ARTICLES OF INCORPORATION, THE AMENDMENT AND RESTATEMENT OF THE COMPANY’S NON-EMPLOYEE DIRECTOR2009 RESTRICTED STOCK OPTION PLAN OR THE SHAREHOLDER ADVISORY VOTE ON EXECUTIVE COMPENSATION.

BOARD PROPOSAL NO. 1: ELECTION OF DIRECTORS

General

The Company’s Board is comprised of one class of directors, elected annually. Each director serves a term of one year or until his or her successor is duly elected or qualified. The number of directors has beenis currently set at 13 for the ensuing year.15. In accordance with the Company’s bylaws,Bylaws, the Board has the power to fix or change the number of directors up to a maximum Board size of 15 and to fill vacancies on the Board (including vacancies resulting from an increase in Board size) by resolution and without any further action of the Shareholders.

The slate of nominees has been recommended to the Board by its Nominating and Governance Committee and ratifiedapproved by the Board. Each nominee has consented to being named in this proxy statement and to serve if elected. Except for Peter KennyCatherine B. Freedberg and Dan Thomas,Greg McKinney, each nominee was elected at the 20122013 Annual Meeting and presently serves as a member of the Board. Each Nominee not previouslyDr. Freedberg was elected to the Board on August 5, 2013 by the members of the Board following the Company’s acquisition of the First National Bank of Shelby, and she was recommended to the Nominating and Governance Committee by individual committee members or officers of the Company or its bank subsidiary, Bank of the Ozarks (the “Bank”), based on theirher business interests and community contacts. Mark Ross, who has served as a director since 1992,Mr. McKinney, Chief Financial Officer and Kennith Smith, who has served as a director since 1997, areChief Accounting Officer of the Company does not standing for re-election atpresently serve on the Annual Meeting.Board.

Board Recommendation

The Board unanimously recommends that Shareholders vote “FOR” the election of each nominee. Proxies solicited by the Board and validly executed and received by the Company will be so voted unless Shareholders specify a contrary choice in their proxies. If a nominee should for any reason become unavailable for election, proxies may be voted with discretionary authority by the proxy holder for a substitute designated by the Board.

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Nominees for Election as Directors

The following paragraphs provide information as of the date of this proxy statement about each nominee. The information presented includes information each director has given us about his or her age, all positions currently held, principal occupation and business experience for the past five years, and the names of other publicly-held companies of which he or she currently serves as a director or has served as a director during the past five years. In addition to the information presented below regarding each nominee’s specific experience, qualifications, attributes and skills that led our Board to the conclusion that such nominee should serve as a director, we also believe that all of our director nominees have a reputation for integrity, honesty and adherence to high ethical standards. They each have demonstrated leadership, business or professional acumen and an ability to exercise sound judgment, as well as a commitment of service to the Company and our Board.

George Gleason, age 59,60, Chairman and Chief Executive Officer. Mr. Gleason has served the Company or the Bank as Chairman, Chief Executive Officer and/or President since 1979. He holds a B.A. in Business and Economics from Hendrix College and a J.D. from the University of Arkansas. The Company believes Mr. Gleason’s qualifications to sitserve on the Board include his extensive experience in banking, strategic planning and his leadership skills as demonstrated by his 3435 years of service to the Company.

Dan Thomas, age 51, Vice Chairman and Chief Lending Officer, and President of the Bank’s Real Estate Specialties Group (“RESG”). Mr. Thomas joined the Company in 2003 and served as Executive Vice President from 2003 to 2005. He has served as President of the RESG since 2005, was appointed as the Chief Lending Officer in August 2012 and was elected to the Board and as Vice Chairman in April 2013. Prior to joining the Company, Mr. Thomas held various positions with privately-held commercial real estate management and development firms, with an international accounting and consulting firm, and with an international law firm, in which he focused primarily on real estate services, management, investing, and strategic structuring. Mr. Thomas is a C.P.A. and is a licensed attorney in Arkansas and Texas. He holds a B.S.B.A. from the University of Arkansas, an M.B.A. from the University of North Texas, a J.D. from the University of Arkansas at Little Rock School of Law, and an LL.M. (Taxation) from Southern Methodist University School of Law. The Company believes that Mr. Thomas’ business, finance, and law experience, including his focus on real estate investment and structuring, qualifies him to serve on the Board.

Greg McKinney, age 45, Director Nominee for 2014, Chief Financial Officer and Chief Accounting Officer. Mr. McKinney joined the Company in 2003 and served as Executive Vice President and Controller prior to assuming the role of Chief Financial Officer and Chief Accounting Officer in December 2010. From 2001 to 2003 Mr. McKinney served as a member of the financial leadership team of a publicly-traded software development and data management company. From 1991 to 2000 he held various positions with a big-four public accounting firm, leaving as a senior audit manager. Mr. McKinney is a C.P.A. and holds a B.S. in Accounting from Louisiana Tech University. The Company believes that Mr. McKinney’s experience in public accounting, corporate finance, and banking qualifies him to serve on the Board.

Jean Arehart, age 72,73, Director since 2002. Ms. Arehart is a retired Senior Lending Officer and retired Chairman of the Loan Committee of the Bank. Ms. Arehart joined the Bank in 1996 and served in several capacities, including Executive Vice President, President of the Mortgage Division, Senior Lending Officer and Chairman of the Loan Committee until her retirement in January 2005. Prior to 1996 Ms. Arehart served as Senior Vice President and a member of the Executive Committee of Twin City Bank (now U.S. Bank, formerly Firstar Bank of Arkansas, formerly Mercantile Bank of Arkansas), where she worked from 1979 to 1996. The Company believes that Ms. Arehart’s extensive experience in banking and management, including her knowledge of loan underwriting, the mortgage business and her service as an executive for another bank, qualifies her to serve on the Board.

Nicholas Brown, age 54,55, Director since 2012. Mr. Brown is currently the President and CEO of Southwest Power Pool (SPP)(“SPP”) in Little Rock, Arkansas. SPP is one of nine Regional Transmission Organizations, mandated by the Federal Energy Regulatory Commission to ensure reliable supplies of power, adequate transmission infrastructure and competitive wholesale prices of electricity. He has served SPP in multiple capacities since 1985, including that of a Senior Engineer, Director of Engineering and Operations, Vice President, Senior Vice President and Corporate Secretary. Mr. Brown holds a B.S. in Electrical Engineering from Louisiana Tech University and a B.S. in Physics and Math from Ouachita Baptist University. He is active in numerous civic groups, including the Arkansas StateLittle Rock Regional Chamber of Commerce, as a member of Fifty for the Future and as a member of the board of directors of the Arkansas Symphony Orchestra. The Company believes that Mr. Brown’s qualifications to sitserve on the Board include his experience in corporate management, leadership and strategic implementation.

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Richard Cisne, age 62,63, Director since 2004. Since 1987 Mr. Cisne has been a founding partner of Hudson, Cisne & Co., an Arkansas C.P.A. firm. He holds a B.S.B.A. from the University of Arkansas and is a C.P.A. The Company believes that Mr. Cisne’s experience as a local business owner, his background in public accounting and his understanding of corporate finance qualify him to sitserve on the Board.

Robert East, age 65,66, Director since 1997. Mr. East is Chairman and Chief Executive Officer of Robert East Company, Inc., an investment company, Chairman of East-Harding, Inc., a general contracting firm, and Managing Partner in Advanced Cabling Systems LLC, a provider of fiber optic cable installations and security systems. He is also a partner or owner of numerous real estate projects and other investments. Mr. East holds a B.A. in Finance and Administration from the University of Arkansas. The Company believes that Mr. East’s knowledge of investments, finance and real estate as well as his leadership and management acumen qualify him to serve on the Board.

Catherine B. Freedberg, age 71, Director since 2013. Dr. Freedberg was formerly a director of The First National Bank of Shelby, North Carolina, following in the footsteps of her father, grandfather and great-grandfather. Dr. Freedberg holds an undergraduate degree from Smith College and a Master’s degree and Ph.D. from Harvard University, where she has served as Lecturer in the Department of Art and Architecture. She is a Trustee of the Smith College Museum of Art in Northampton, Massachusetts and is a Fogg Fellow at the Harvard Art Museums, and she serves on the Smithsonian Institution Women’s Committee. The Company believes that Dr. Freedberg’s qualifications to serve on the Board include her community banking heritage, as well as her intellect, leadership and unwavering principles of integrity.

Linda Gleason, age 58,59, Director since 1987. From 1992 to 1996 Ms. Gleason served as the Company’s Deputy Chief Executive Officer and Assistant Secretary. She attended Arkansas State University and the University of Arkansas at Little Rock. The Company believes that Ms. Gleason’s experience in banking, organizational planning, internal operations and her 2627 years of service as a director of the Company qualify her to sitserve on the Board.

Peter Kenny, age 54,55, Director Nominee forsince 2013. Mr. Kenny is currently the Chief Executive Officer for Clearpool Group, a company based in New York City that offers agency only execution services to institutional clients. Prior to his association with Clearpool Group in 2013, he was the Managing Director of Institutional Sales Tradingand Chief Market Strategist at Knight Equity Markets L.P.Capital Group. He has more than 2530 years of experience in the equity trading industry and prior to joining Knight in December 2006, he was a member of the New York Stock Exchange for two decades. Mr. Kenny joined Knight in December 2006 from Jefferies Execution Services where he served for three years as a Managing Director overseeing direct executions. Prior to that tenure, in 2001, Mr. Kenny founded and was Chief Executive Officer of Kenny and Co., a division of Van Der Moolen N.A., a Dutch market maker. Mr. Kenny’s career also includes six years as NYSE Senior Floor Official while serving on six internal committees, including as

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an AFB Board Member. Mr. Kenny appears regularly as an equity market commentator in various broadcasting venues and publications, such as CNN, CNBC, Fox Business, Reuters, BBC and Bloomberg TV, radio and print. “Kenny’s Commentary” – his daily morning note – is read and used by most major media outlets in the Americas and the EU. Additionally, itMr. Kenny is onea member of the most widely read notes on Wall Street and in the Financial Community.board of directors of Imprimis Pharmaceuticals, Inc. (NASDAQ: IMMY). Mr. Kenny has degrees in Economics and Political Science from Warren Wilson College in North Carolina. The Company believes that Mr. Kenny’s extensive career in the equity trading industry qualifies him to serve on the Board.

Henry Mariani, age 74,75, Director since 1997. Since 2004, Mr. Mariani ishas been the Chairman and Chief Executive Officer of Alluratec, Inc., a skin care company. Since 2008, Mr. Mariani has served as the Chairman of N.L.C. Products, Inc., a manufacturing, wholesale and retail mail order operation with four catalogs featuring executive gifts, Irish gifts, female gifts and hunting equipment and supplies. Prior to 2008 Mr. Mariani served as Chairman and Chief Executive Officer of N.L.C. Products, Inc. He holds a B.S. in Finance from Penn State University and is a C.P.A. The Company believes that Mr. Mariani’s qualifications to sitserve on the Board include his executive experience in sales, marketing, corporate operations and manufacturing as well as his background in finance and accounting.

Robert Proost, age 75,76, Director since 2011. Mr. Proost is retired and from 1988 through 2001 served as Corporate Vice President, Chief Financial Officer and Director of Administration for A. G. Edwards, Inc., where he also served as a director and member of the executive committee. Prior to that Mr. Proost practiced law, specializing in corporate, securities and banking law with a St. Louis, Missouri law firm from 1965 through 1988. Mr. Proost also served on the board of directors of Baldor Electric Company, a publicly held marketer, designer and manufacturer of electric motors, drives and generators based in Fort Smith, Arkansas, from 1988 until it was acquired by a third party in 2011. Mr. Proost holds a B.A. in Political Science from St. Louis University and a J.D. from Washington University Law School. The Company believes Mr. Proost’s qualifications to sitserve on the board include his extensive knowledge and experience in corporate securities and banking law as well as his varied and extensive background in business and finance.

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R. L. Qualls, age 78,80, Director since 1997. Dr. Qualls is retired President and Chief Executive Officer of Baldor Electric Company, a marketer, designer and manufacturer of electric motors, drives and generators based in Fort Smith, Arkansas. Dr. Qualls served on the board of directors of Baldor, a publicly held company, from 1987 until it was acquired by a third party in 2011. From 1993 to 1998 he served as Chief Executive Officer and President of Baldor and was Vice Chairman from 1998 to 2000. Effective February 1, 2011 Dr. Qualls was appointed co-chairman of Taylor Companies, an international merger and acquisition company headquartered in Washington, D.C. and he has been a director of Taylor Companies since 2008. Dr. Qualls holds B.S. and M.S. degrees in Economics from Mississippi State University and completed his doctoral work in Economics at Louisiana State University. The Company believes that Dr. Qualls’ executive experience in leading a large manufacturer with complex operational and financial requirements as well as his prior service on another publicly traded company’s board, offers the Company unique experience and insights which qualify him to serve on the Board.

John Reynolds, age 48,49, Director since 2012. Dr. Reynolds is currently the Pathologist and Laboratory Director for Memorial Hospital in Bainbridge, Georgia, a position he has held since 1995. He served as Chief of Staff of that hospital from 2002 through 2004. Dr. Reynolds is a Fellow in the College of American Pathologists and is Board Certified in Anatomic and Clinical Pathology. He holds a B.S. from Emory University and an M.D. from Emory University School of Medicine. Dr. Reynolds has extensive holdings in timber and agricultural land. He also previously served for 14 years as a board member or advisory board member of a bank in Bainbridge, Georgia. The Company believes that Dr. Reynolds’ involvement and leadership in the Georgia medical community, his experience with land, timber and agricultural businesses, and his prior service as a board member or advisory board member of a banking institution qualify him to serve on the Board.

Dan Thomas, age 50, Director Nominee for 2013. Mr. Thomas is Chief Lending Officer and President of the Bank’s Real Estate Specialties Group (“RESG”). Mr. Thomas has served as President of the RESG since 2005 and was appointed as the Chief Lending Officer in August 2012. The RESG handles many of the Bank’s larger and more complex real estate transactions. Mr. Thomas joined the Company in 2003 and served as Executive Vice President from 2003 to 2005. Prior to joining the Company, Mr. Thomas held various positions with privately-held commercial real estate management and development firms, with an international accounting and consulting firm, and with an international law firm, in which he focused primarily on real estate services, management, investing, and strategic structuring. Mr. Thomas is a C.P.A. and is a licensed attorney in Arkansas and Texas. He holds a B.S.B.A. from the University of Arkansas, an M.B.A. from the University of North Texas, a J.D. from the University of Arkansas at Little Rock School of Law, and an LL.M. (Taxation) from Southern Methodist University School of Law. The Company believes that Mr. Thomas’ business, finance, and law experience, including his focus on real estate investment and structuring, qualifies him to sit on the Board.

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Sherece West-Scantlebury, age 47,48, Director since 2012. Dr. West-Scantlebury is President and Chief Executive Officer of the Winthrop Rockefeller Foundation, a private, independent foundation whose mission is to improve the lives of all Arkansans in three interrelated areas: economic development; education; and economic, racial, and social justice. Involved in philanthropy for close to 20 years, she served as CEO of the Foundation for Louisiana and as a program associate at the Annie E. Casey Foundation. Her professional career includes experience in community development, public policy and advocacy, and public service. Dr. West-Scantlebury holds a B.A. from Bowie State University, an M.A. in Public Policy from the University of Michigan Gerald R. Ford School of Public Policy and a Ph.D. in Public Policy from the University of Maryland Baltimore County. Dr. West-Scantlebury is active in a number of nonprofits and philanthropic organizations. The Company believes Dr. West-Scantlebury’s qualifications to serve on the Board include her experience as the CEO of multiple nonprofit organizations, her extensive academic background in public policy and social issues, and her dedication to community involvement.

Family Relationships

Linda Gleason is the wife of George Gleason. Except for the foregoing, no family relationships exist among any of the above named persons.directors, director nominees or executive officers of the Company or the Bank. Unless otherwise indicated, each of the above named persons serves in the same position with the Company and the Bank.

Board Leadership StructureCORPORATE GOVERNANCE

The Board believes that the Company’s Chief Executive Officer is best situated to serve as Chairman because he is the director most familiar with the Company’s business and industry, and most capable of effectively identifying strategic priorities and leading the discussion and execution of strategy. Independent directors and management have different perspectives and roles in strategy development. The Company’s independent directors bring experience and expertise from outside the Company and industry, while the Chief Executive Officer brings Company-specific experience and expertise. The Board believes that the combined role of Chairman and Chief Executive Officer promotes strategy development and execution and facilitates information flow between management and the Board, which are essential to effective governance.

One of the key responsibilities of the Board is to develop strategic direction and hold management accountable for the execution of strategy once it is developed. The Board believes the combined role of Chairman and Chief Executive Officer, together with the role of the presiding independent director, Dr. R. L. Qualls, having the duties described below, is in the best interest of shareholders because it provides an appropriate balance between strategy development and independent oversight of management.

Dr. Qualls serves as presiding independent director. He has the responsibility of presiding at all meetings of the Board’s independent directors, consulting with the Chairman and Chief Executive Officer on Board and committee meeting agendas, acting as a liaison between management and the non-management directors, including maintaining frequent contact with the Chairman and Chief Executive Officer and advising him on the efficiency of the board meetings, facilitating teamwork and communication between the non-management directors and management, as well as additional responsibilities that are more fully described in the Company’s Corporate Governance Principles.

Meeting Attendance

During 2012 the Board met on six occasions. In 2012 each director attended at least 75% or more of the total of meetings of the Board and committees of the Board during the period in which he or she served. Under the Company’s Corporate Governance Principles, each director is expected to attend Board and committee meetings, as applicable, and spend sufficient time to properly discharge his or her responsibilities.

It is the Company’s policy that all directors attend the Annual Meeting of Shareholders. All Board members who were nominated and elected at the Company’s 2012 Annual Meeting of Shareholders were in attendance at such meeting.

Board Composition and Nominating Process

The Company’s Nominating and Governance Committee recommends to the Board nominees for director. The Nominating and Governance Committee considers candidates recommended by its members, other current board members and management of the Company. The Nominating and Governance Committee also has the authority to engage professional search firms to assist it in identifying director candidates.

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Additionally, the Nominating and Governance Committee will consider any and all Shareholder suggestions for names of nominees to the Board for the 2014 Annual Meeting of Shareholders, provided that such suggestions are made in writing and delivered to the Secretary of the Company on or before December 1, 2013. A Shareholder wishing to recommend a prospective nominee for the Board should notify the Company’s Corporate Secretary in writing with any and all supporting material the Shareholder considers appropriate. The Nominating and Governance Committee strives to evaluate all prospective nominees to the Board in the same manner and in accordance with the same procedures, without regard to whether the prospective nominee is recommended by a Shareholder, the committee, another board member or members of management. However, the Nominating and Governance Committee may require additional steps in connection with the evaluation of candidates submitted by Shareholders due to the potential that the existing directors and members of management will not be as familiar with the proposed candidate as compared to candidates recommended by existing directors or members of management.

In identifying and evaluating potential nominees for director, the Nominating and Governance Committee considers individuals from various disciplines and diverse backgrounds. Although the Company has no formal policy regarding diversity, the Board believes that diversity, including diversity in background, skills, experience, expertise, viewpoints, gender, race and culture, is an important component of a robust board of directors. As a primary consideration the Board seeks members with complementary individual backgrounds which maximize perspective and ensure a wealth of experience to enable the Board to make better informed decisions. The Nominating and Governance Committee regularly assesses the mix of skills and industries currently represented on the Board, whether any vacancies on the Board are expected due to retirement or otherwise, the skills represented by retiring directors, and additional skills highlighted during the Board self-assessment process that could improve the overall quality and ability of the Board to carry out its functions. The Nominating and Governance Committee or a subcommittee may interview potential candidates to further assess their ability to serve as a director, as well as the qualifications possessed by the candidates.

Prior to completing its recommendation to the Board of nominees for election to the Board, the Nominating and Governance Committee requires each potential candidate to complete a director’s and executive officer’s questionnaire and a report on all transactions between the candidate and the Company, its directors, officers and related parties. The Nominating and Governance Committee reserves the right to seek such additional information on the nominee as the committee deems appropriate in connection with its evaluation. Once the Nominating and Governance Committee has obtained all requested information, it will then evaluate the prospective nominee to determine whether such person possesses the following important attributes and qualifications as established by the committee.

The Nominating and Governance Committee will also consider such other relevant factors as it deems appropriate. After completing this evaluation, the committee will make a recommendation to the Board of the persons who should be nominated, and the Board will then determine the nominees after considering the recommendations of the committee.

Board Independence

The Board has determined that the following nominees, who comprise a majority of the proposed nominees to the Board, qualify as “independent” under The NASDAQ Stock Market Inc. (“NASDAQ”) listing standards: Jean Arehart, Nicholas Brown, Richard Cisne, Robert East, Peter Kenny, Henry Mariani, Robert Proost, R.L. Qualls, John Reynolds and Sherece West-Scantlebury.

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Governance Initiatives

The Board has adopted a number of measures designed to comply with the requirements of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) and final rules of the Securities and Exchange Commission (“SEC” or “Commission”) interpreting and implementing the Sarbanes-Oxley Act, as well as NASDAQ listing standards. Specifically the Board has (1) established an independent Nominating and Governance Committee, (2) adopted a Nominating and Governance Committee Charter (revised March 21, 2006), (3) adopted a set of Corporate Governance Principles (revised February 18, 2013), (4) adopted a Code of Ethics that applies to all directors, officers and employees (revised April 20, 2010)January 29, 2014), (5) established an independent Audit Committee, (6) adopted an Audit Committee Charter (revised February 17, 2012), (7) adopted specific procedures requiring pre-approval by the Audit Committee of audit, audit-related and non-audit services to be provided by the Company’s independent auditors, (8) established an independent Personnel and Compensation Committee and (9) adopted a Personnel and Compensation Committee Charter outlining the duties of the Personnel and Compensation Committee (revised February 18, 2013)24, 2014). Copies of the currently effective Audit Committee Charter, Personnel and Compensation Committee Charter, Nominating and Governance Committee Charter, Code of Ethics and Corporate Governance Principles are available on the Company’s website atwww.bankozarks.com. under the Investor Relations section.

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The Company, the Board and each of the Board committees will continue to monitor corporate governance developments and will continue to evaluate committee charters, duties and responsibilities with the intention of maintaining full compliance with all applicable corporate governance requirements.

CommitteesBoard Independence

The Board has determined that the following isnominees, who comprise a brief descriptionmajority of the functionsproposed nominees to the Board, qualify as “independent” under The NASDAQ Stock Market Inc. (“NASDAQ”) listing standards: Jean Arehart, Nicholas Brown, Richard Cisne, Robert East, Catherine B. Freedberg, Peter Kenny, Henry Mariani, Robert Proost, R.L. Qualls, John Reynolds and Sherece West-Scantlebury.

Meeting Attendance

During 2013 the Board met on nine occasions. In 2013 each director attended at least 75% or more of the total of all meetings of the Board and committees of the Board during the period in which he or she served. Under the Company’s principal committees.Corporate Governance Principles, each director is expected to attend Board and committee meetings, as applicable, and spend sufficient time to properly discharge his or her responsibilities.

It is the Company’s policy that all directors attend the annual meeting of Shareholders. All Board members who were nominated and elected at the Company’s 2013 Annual Meeting of Shareholders were in attendance at such meeting.

Committees

In accordance with the Company’s Corporate Governance Principles, the Company’s Board has established the committees described below. A complete description of the duties and responsibilities of each committee can be found in its written charter, set forth on the Company’s website. The following table provides information on the Board’s current committee memberships.

Executive Committee. The Executive Committee met fivetwo times in 2012.2013. The Executive Committee was formed in April 2012 and is comprised of the Chairman of the Board (as Committee Chair) and the respective chairs of the Audit Committee, Personnel and Compensation Committee, and Nominating and Governance Committee. The Executive Committee was appointed to exercise the powers and authority of the Board of Directors, with certain limitations fully set out in its charter, during the intervals between meetings of the Board, when, based on the business needs of the Company, it is desirable for Board-level actions to be considered but the convening of a special Board meeting is not warranted as determined by the Chairman of the Board. It is the general intention that all substantive matters in the ordinary course of business be brought before the full Board for action, but the Board recognizes the need for flexibility to act on substantive matters where action may be necessary between Board meetings which, in the opinion of the Chairman of the Board, should not be postponed until the next regularly scheduled meeting of the Board.

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Nominating and Governance Committee. The Nominating and Governance Committee met fourthree times in 2012.2013. The Nominating and Governance Committee is appointed by the Board to (1) assist the Board by identifying individuals qualified to become Board members and to recommend to the Board the director nominees for the next annual meeting of Shareholders, (2) review and recommend to the Board the Corporate Governance Principles applicable to the Company, (3) review the Company’s management succession plans and make recommendations to the Board regarding such succession plans, (4) lead the Board in its annual review of the Board’s performance, (5) assist the Board in determining the independent status of directors under the director independence rules of NASDAQ and related SEC rules, and (6) review and approve certain transactions between the Company and its officers, directors or affiliates. During 2012 the Nominating and Governance Committee was comprised of the following four directors: Robert East as Chairman, Henry Mariani, R.L. Qualls and Kennith Smith. Assuming their re-election to the Board, Messrs. East as Chairman, Mariani and Qualls are expected to serve on the Nominating and Governance Committee for the remainder of 2013 and until the next annual meeting of Shareholders. The Board, with the assistance of the Nominating and Governance Committee, has determined that Messrs. East, Mariani and Qualls areeach member of the committee is “independent” under NASDAQ listing standards.

Audit Committee. The Audit Committee met four times in 2012.2013. The Audit Committee’s primary function, which is further described in the Audit Committee Charter, is to assist the Board in fulfilling its oversight responsibilities relating to the Company’s auditing, accounting and financial reporting processes. The Audit Committee is directly responsible for the engagement, compensation, retention and oversight of the Company’s independent auditors and the review and oversight of the Company’s internal controls. The Audit Committee also receives and reviews periodic reports and presentations of the loan review and compliance officers and the internal auditors, provides general oversight and direction for their work, and coordinates corrective action as appropriate. See the Report of the Audit Committee on page 35 of this proxy statement. Henry Mariani, as Chairman, Richard

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Cisne, Robert East and Robert Proost served on the Audit Committee during 2012. Assuming their re-election to the Board, Messrs. Mariani as Chairman, Cisne, East and Proost are expected to serve as the Audit Committee for the remainder of 2013 and until the next annual meeting of Shareholders. The Board, with the assistance of the Nominating and Governance Committee, has determined that each member of these individualsthe Audit Committee qualifies as an “independent” director under the Sarbanes-Oxley Act, related SEC rules and NASDAQ listing standards related to audit committees, and that each satisfies all other applicable standards for service on the Audit Committee. In addition, the Board, with the assistance of the Nominating and Governance Committee, has determined that Henry Mariani, Richard Cisne, Robert East and Robert Proost each qualifies as an “audit committee financial expert” within the meaning of the regulations of the SEC.

Personnel and Compensation Committee. The Personnel and Compensation Committee (the “Compensation Committee”) met sixfour times in 2012.2013. The Compensation Committee reviews, evaluates and approves compensation plans, policies and programs of the Company,Company; reviews and approves compensation for the Company’s directors,directors; considers, approves and reviews all salaries, incentive plans and bonuses for officers and employees,employees; reviews additions and separations of personnel,personnel; oversees administration of the employee benefit plans and programs, including the Company’s equity compensation plans,plans; and oversees staff training and educational programs. The Compensation Committee also reviews and discusses with management the Company’s Compensation Discussion and Analysis beginning on page 21below. To facilitate the fulfillment of this proxy statement. R.L. Qualls, as Chairman, Nicholas Brown, John Reynolds and Kennith Smith served onits duties, the Compensation Committee during 2012. Assuming their election or re-electionhas sole authority to the Board, R.L. Qualls as Chairman, Nicholas Brown, Peter Kenny and John Reynolds are expectedretain outside advisors, including compensation consultants, to serve asassist the Compensation Committee forwith executive compensation matters. Additionally, the remainderCompensation Committee has sole authority to approve the fees and retention terms of 2013any such advisors or consultants. For information regarding compensation consultants engaged by the Compensation Committee see “Compensation Discussion and until the next annual meetingAnalysis – Setting Executive Compensation – Role of Shareholders.Consultants” below. The Board has determined that Messrs. Qualls, Brown, Kenny and Reynolds areeach member of the Compensation Committee is “independent” under NASDAQ listing standards.standards and satisfies all other applicable standards related to compensation committees.

Trust Committee. The Trust Committee met four times in 2012.2013. The operation of the Trust and Wealth Management Division and the administration of its trust accounts are overseen by the Trust Committee. In 2012, Mark Ross as Chairman, Jean Arehart, Linda Gleason, Tyler Vance, Chief BankingOperating Officer and Sherece West-Scantlebury served on the Trust Committee. Assuming their election or re-election to the Board, Jean Arehart, Linda Gleason, Dan Thomas and Sherece West-Scantlebury are expected to serve on the Trust Committee for the remainder of 2013 and until the next annual meeting of Shareholders. Mark Ross, Chief Operating Officer, will continue to serve as Chairman of the Trust Committee and Tyler Vance, Chief Banking Officer will continue to serve onof the Committee.Company and the Bank serves as its chairman.

Directors’ Loan Committee. The Directors’ Loan Committee met 5255 times in 2012.2013. This committee has responsibility for reviewing and approving all loans and aggregate loan relationships in excess of $3$5 million, up to the lending limit of the Bank, and for administering other aspects of the lending function. Effective February 18, 2013, the $3 million threshold was increased to $5 million. In 2012 the Directors’ Loan Committee wasThe committee is comprised of Darrel Russell, Chief Credit Officera minimum of five directors as determined and Chairman of the Directors’ Loan Committee; Scott Hastings, President of the Leasing Division; Tyler Vance, Chief Banking Officer; and Matt Reddin, Central Arkansas Division President plus any five or more members of the Board. During 2012 Jean Arehart, George Gleason, Linda Gleason, R. L. Qualls and Kennith Smith served as the five standing board members on the Directors’ Loan Committee when available, and other Board members were selected from time to servetime by the Chief Executive Officer, (“CEO”) or Chief Credit Officer inand such other members as may be appointed by the absence of one or more of such Board members.Board. To ensure a full understanding by the Board of the Company’s credit processes and culture, each boardBoard member who is not a standing member of the loan committee is invited to serve, on a rotating basis, as an additional member of the Directors’ Loan Committee for a calendar quarter. ForIn addition to the remainderBoard members, Darrel Russell, Chief Credit Officer and Chairman of 2013 and until the next annual meeting of Shareholders, it is expected that the Directors’ Loan Committee, will be comprisedScott Hastings, President of the four Company officers named aboveLeasing Division and any five or more Board members.Matt Reddin, Director of Community Bank Lending/Chairman of the Officers’ Loan Committee serve on the committee.

ALCO and Investments Committee. The ALCO and Investments Committee met four times in 2012.2013. Management of the asset/liability (interest rate risk) position, liquidity, funds management and investment portfolio is overseen by the ALCO and Investments Committee. Greg McKinney, Chief Financial Officer and Chief Accounting Officer, serves as Chairman of the ALCO and Investments Committee. In addition, the following officers of the Company serve on the ALCO and Investments Committee: Kristen Bextermueller, Greg Dalton, George Gleason, Tim Hicks, Luke King, Matt Reddin Mark Ross and Tyler Vance, eachVance.

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CRA Committee. The CRA Committee was established as a Board committee on August 23, 2013. Its purpose is to oversee the operation of whom arethe Community Development activities of the Company. Greg McKinney, Chief Financial Officer and Chief Accounting Officer, serves as Chairman of the CRA Committee. In addition, the following officers of the Company servedserve on the ALCO and Investments Committee during 2012. Messrs. McKinney, Dalton, Gleason, Hicks,CRA Committee: Duane Bickings, Gene Holman, Luke King, Ross Mallioux, Matt Reddin, Ross andKaren Ruckle, Chris Stringer, Tyler Vance and Ms. Bextermueller are expectedRick Wisdom.

IS Steering Committee. The IS Steering Committee was established as a Board committee on August 23, 2013. Its purpose is to discharge the Board’s responsibilities related to overseeing information systems (“IS”) activities. The committee provides general reviews for the Board regarding major IS projects and helps ensure proper business alignment, effective strategic planning and oversight of IS performance. In addition to the Board members, the following officers of the Company serve on the IS Steering Committee: Chad Necessary, as Chairman, Susan Blair, Greg Dalton, Tonya Gossage, Jo Langston, Robert Lloyd, Sean O’Connell, Jeff Starke and Tyler Vance.

Committee Composition. It is anticipated that all Board members and Company officers mentioned above will continue to serve on the ALCO and Investments Committeetheir respective committees for the remainder of 20132014 and until the next annual meeting of Shareholders. Assuming his election to the Board, Dan Thomas is expected to serve on the Committee for the remainder of 2013 and until the next annual meeting of shareholders.

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Other Committees. The Board may establish additional committees in order to properly fulfill its duties and serve the needs of the Company. The Board may, from time to time, provide for different or additional members of any or all of its committees.

Board Composition and Nominating Process

The Company’s Nominating and Governance Committee recommends to the Board nominees for director. The Nominating and Governance Committee considers candidates recommended by its members, other current board members and management of the Company. The Nominating and Governance Committee also has the authority to engage professional search firms to assist it in identifying director candidates.

Additionally, the Nominating and Governance Committee will consider any and all Shareholder suggestions for names of nominees to the Board for the 2015 Annual Meeting of Shareholders, provided that such suggestions are made in writing and delivered to the Secretary of the Company at P. O. Box 8811, Little Rock, AR 72231 on or before November 14, 2014. A Shareholder wishing to recommend a prospective nominee for the Board should notify the Company’s Corporate Secretary in writing with any and all supporting material the Shareholder considers appropriate. The Nominating and Governance Committee strives to evaluate all prospective nominees to the Board in the same manner and in accordance with the same procedures, without regard to whether the prospective nominee is recommended by a Shareholder, the committee, another board member or members of management. However, the Nominating and Governance Committee may require additional steps in connection with the evaluation of candidates submitted by Shareholders due to the potential that the existing directors and members of management will not be as familiar with the proposed candidate as compared to candidates recommended by existing directors or members of management.

In identifying and evaluating potential nominees for director, the Nominating and Governance Committee considers individuals from various disciplines and diverse backgrounds. Although the Company has no formal policy regarding diversity, the Board believes that diversity, including diversity in background, skills, experience, expertise, viewpoints, gender, race and culture, is an important component of a robust board of directors. As a primary consideration, the Board seeks members with complementary individual backgrounds which maximize perspective and ensure a wealth of experience to enable the Board to make better informed decisions. The Committee will evaluate the qualifications and performance of the incumbent directors that desire to continue their service. In particular, as to each such incumbent director, the Committee will consider if the director continues to satisfy the minimum qualifications for director candidates adopted by the Committee; review the assessments of the performance of the director during the preceding term made by the Committee; and determine whether there exist any special, countervailing considerations against re-nomination of the director. The Nominating and Governance Committee regularly assesses the mix of skills and industries currently represented on the Board, whether any vacancies on the Board are expected due to retirement or otherwise, the skills represented by retiring directors, and additional skills highlighted during the Board self-assessment process that could improve the overall quality and ability of the Board to carry out its functions. The Nominating and Governance Committee or a subcommittee may interview potential candidates to further assess their ability to serve as a director, as well as the qualifications possessed by the candidates.

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Prior to completing its recommendation to the Board of nominees for election to the Board, the Nominating and Governance Committee requires each potential candidate to complete a director’s and executive officer’s questionnaire and a report on all transactions between the candidate and the Company, its directors, officers and related parties. The Nominating and Governance Committee reserves the right to seek such additional information on the nominee as the committee deems appropriate in connection with its evaluation. Once the Nominating and Governance Committee has obtained all requested information, it will then evaluate the prospective nominee to determine whether such person possesses the following important attributes and qualifications as established by the committee.

The Nominating and Governance Committee will also consider such other relevant factors as it deems appropriate. After completing this evaluation, the committee will make a recommendation to the Board of the persons who should be nominated, and the Board will then determine the nominees after considering the recommendations of the committee. The“Process for Nominating Candidates to the Board of Directors of Bank of the Ozarks, Inc.”can be found at the Company’s website atwww.bankozarks.com.

Board Leadership Structure

The Board believes that the Company’s Chief Executive Officer is best situated to serve as Chairman because he is the director most familiar with the Company’s business and industry, and most capable of effectively identifying strategic priorities and leading the discussion and execution of strategy. Independent directors and management have different perspectives and roles in strategy development. The Company’s independent directors bring experience and expertise from outside the Company and industry, while the Chief Executive Officer brings Company-specific experience and expertise. The Board believes that the combined role of Chairman and Chief Executive Officer promotes strategy development and execution and facilitates information flow between management and the Board, which are essential to effective governance.

One of the key responsibilities of the Board is to develop strategic direction and hold management accountable for the execution of strategy once it is developed. The Board believes the combined role of Chairman and Chief Executive Officer, together with the role of the presiding independent director, Dr. R. L. Qualls, having the duties described below, is in the best interest of Shareholders because it provides an appropriate balance between strategy development and independent oversight of management.

Dr. Qualls serves as presiding independent director. He has the responsibility of presiding at all meetings of the Board’s independent directors, consulting with the Chairman and Chief Executive Officer on Board and committee meeting agendas, acting as a liaison between management and the non-management directors, including maintaining frequent contact with the Chairman and Chief Executive Officer and advising him on the efficiency of the Board meetings, facilitating teamwork and communication between the non-management directors and management, as well as additional responsibilities that are more fully described in the Company’s Corporate Governance Principles.

Oversight of Risk Management

The Board’sBoard has an active role, as a whole and at the committee level, in the Company’s risk oversight process includes receivingprocess. The Board receives regular reports from members of senior management on areas of material risk to the Company, including operational, financial, legal and regulatory, and strategic and reputational risks. AppropriateAt the committee level, (i) the Audit Committee oversees management of accounting, financial, legal and regulatory risks; (ii) the

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Compensation Committee oversees the management of risks relating to the Company’s executive compensation program as well as compensation matters involving all employees and the Company’s directors; and (iii) the Nominating and Governance Committee manages risks associated with the independence of the members of the Board and potential conflicts of interest. While each committee is directly responsible for evaluating certain enumerated risks and overseeing the management of such risks, the entire Board is generally responsible for and is regularly informed through committee reports about such risks and any corresponding remediation efforts designed to mitigate such risks. In addition, appropriate committees of the Board receive these reports from senior management within the organization to enable the Board to understand risk identification, risk management and risk mitigation strategies. When a committee receives such a report, the chairman of the relevant committee reports on the discussion to the full Board during the committee reports portion of the next Board meeting. This enables the Board and its committees to coordinate the risk oversight role.

The Board’s discharge of its risk oversight role has not specifically affected the Board’s leadership structure discussed above. Rather, in establishing the current leadership structure of the Board, risk oversight was one factor among many considered. The Board regularly reviews its leadership structure and evaluates whether it, and the Board as a whole, is functioning effectively. If in the future the Board believes that a change in its leadership structure is required to, or potentially could, improve the Board’s risk oversight role, it may make any change it deems appropriate.

Process for Communicating with Board Members

The Board has established a process for Shareholders to communicate with the Board of Directors by contacting Dr. R.L. Qualls, the presiding independent director of the Company’s regular meetings of independent directors. All communications should be to Bank of the Ozarks, Inc., Attn: Dr. R.L. Qualls, Presiding Independent Director, P.O. Box 8811, Little Rock, AR 72231-8811. Communications regarding nominations of candidates to the Board or proposals to be included in the proxy solicitation are subject to additional requirements that are discussed separately in this proxy solicitation. See “Board Proposal No. 1: Election of Directors“Corporate Governance – Board Composition and Nominating Process” and “Shareholder Proposals.”

BOARD PROPOSAL NO. 2: APPROVAL OF AMENDMENT TO THE COMPANY’S BYLAWS TO INCREASE THE MAXIMUM AUTHORIZED NUMBER OF DIRECTORS

Article III, Section 2 of the Company’s Bylaws currently provides that the authorized number of directors of the Company shall be not less than three (3) or more than fifteen (15). The Board is authorized to fix the exact number within this range by resolution, and the number is currently fixed at fifteen (15). On February 24, 2014, the Board approved a proposed amendment to the Bylaws to expand the permitted range to no fewer than three (3) and no more than twenty (20) individuals. Within the proposed new range, the Board would continue to have the authority to increase or decrease the number of directors. Pursuant to the Arkansas Business Corporation Act, only the Shareholders can change the range of the size of the Board.

The proposed amendment would amend the first sentence of Article III, Section 2 of the Bylaws to read as follows:

“The Board of Directors of the corporation shall consist of not less than three (3) nor more than twenty (20) individuals, as the number is fixed from time to time by resolution of the Board of Directors.”

The Board believes the proposed increase is advisable in order to provide the Board with greater flexibility when evaluating potential candidates for the Board of Directors.

Board Recommendation

The Board unanimously recommends that the Shareholders vote “FOR” the proposal to amend the Company’s Bylaws to increase the maximum authorized number of directors. Proxies solicited by the Board and validly executed and received by the Company will be so voted unless Shareholders specify otherwise in their proxies.

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BOARD PROPOSAL NO. 3: APPROVAL OF AMENDMENT TO THE COMPANY’S AMENDED AND RESTATED ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK

Under the Company’s current Amended and Restated Articles of Incorporation, as amended, the total number of shares of all classes of capital stock that the Company has authority to issue is 51,000,000 shares, consisting of 50,000,000 shares of Common Stock and 1,000,000 shares of Preferred Stock. As of March 10, 2014, there were 36,939,552 shares of Common Stock issued, leaving a total of 13,060,448 authorized shares of Common Stock available for future issuance.

Since its Initial Public Offering on July 17, 1997, the Company has undergone three two-for-one stock splits, effected in the form of a 100% stock dividend. The purpose of these stock splits has been to keep the trading price of the Common Stock within a range that makes it more affordable and accessible to individual shareholders, thereby increasing the Company’s overall shareholder base and the market liquidity of the shares.

The Board believes that it is desirable and in the best interests of the Company and its Shareholders to have a sufficient number of additional shares of Common Stock available for issuance from time to time, as the occasion may arise, for future financing and acquisition transactions, to permit stock dividends or stock splits at some future date, to fund employee benefit plans and for other proper corporate purposes. With only the present 50,000,000 shares of authorized Common Stock and 36,939,552 shares outstanding, the Company’s current authorized shares could not accommodate a future two-for-one stock split.

Therefore, the Board has approved, and recommends that the shareholders of the Company approve an amendment to the Company’s Amended and Restated Articles of Incorporation to increase the number of authorized shares of Common Stock from 50,000,000 shares to 125,000,000 shares (the “Articles Amendment”). The proposed form of the Articles of Amendment to the Company’s Amended and Restated Articles of Incorporation amending Article “SIXTH” of such Articles is set forth in Appendix A to this proxy statement. The Articles Amendment will have no effect on the number of authorized shares of Preferred Stock.

On January 30, 2014, the Company entered into a definitive agreement and plan of merger (the “Summit Agreement”) with Summit Bancorp, Inc. (“Summit”), and its wholly-owned bank subsidiary Summit Bank in Arkadelphia, Arkansas, whereby the Company will acquire all of the outstanding common stock of Summit in a transaction valued at approximately $216 million. Under the terms of the Summit Agreement, each outstanding share of common stock of Summit will be converted, at the election of each Summit shareholder, into the right to receive shares of the Company’s Common Stock, plus cash in lieu of any fractional share, or the right to receive cash, all subject to certain conditions and potential adjustments, provided that at least 80% of the merger consideration paid to Summit shareholders will consist of shares of the Company’s Common Stock. The number of Company shares to be issued will be determined based on Summit shareholder elections and the Company’s 10-day average closing stock price as of the fifth business day prior to the closing date, subject to a minimum agreed value of $43.58 per share and a maximum agreed value of $72.63 per share.

With the exception of the Summit transaction described above and the shares of Common Stock reserved for future issuance under the Company’s employee benefit plans, the Company currently has no definitive plans, understandings, agreements or arrangements concerning the issuance of the remaining authorized but unissued shares of Common Stock or any newly authorized shares of Common Stock if this Proposal No. 3 is approved by Shareholders. In the event any plans, understandings, arrangements or agreements were made in the future concerning the issuance of such shares, the holders of the Company’s Common Stock would not have preemptive rights to purchase any such shares, and as a result Shareholders may not be given the opportunity to vote on any such matters, unless required by law or applicable regulations. Accordingly, if approved, the Articles Amendment may have the future effect of diluting the equity participation and voting rights of the Company’s existing Shareholders. However, the availability of additional shares of Common Stock for issue, without the delay and expense of obtaining the approval of Shareholders at a special meeting, will afford the Company greater flexibility in acting upon proposed transactions. In many situations, prompt action may be required which would not allow sufficient time to then seek Shareholder approval to authorize additional shares for the specific transaction.

The ability to issue additional shares of Common Stock could also enable the Board to discourage an attempt to gain control of the Company by unaffiliated parties. It is not presently contemplated that any of the remaining shares of Common Stock would be issued for the purpose of making the acquisition by an unwanted suitor of a controlling interest in the Company more difficult. However, if the Board were to oppose such a suitor in the future, it could (if consistent with its fiduciary duties and within the limits imposed by applicable law) cause the Company to issue additional shares of Common Stock in a public or private sale, merger or similar transaction which would increase the number of outstanding shares of such stock, thereby possibly diluting the interest of a party attempting to gain control of the Company.

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Board Recommendation

The Board unanimously recommends that Shareholders vote “FOR” approval of the Articles Amendment. Proxies solicited by the Board and validly executed and received by the Company will be so voted unless Shareholders specify otherwise in their proxies.

BOARD PROPOSAL NO. 4: AMENDMENT AND RESTATEMENT OF THE 2009

RESTRICTED STOCK PLAN

The Company’s 2009 Restricted Stock Plan was originally adopted by the Company’s Shareholders on April 21, 2009, and was subsequently amended on April 15, 2013. In February 2014, the Compensation Committee recommended, and the Board approved, the amendment and restatement of the 2009 Restricted Stock Plan (as amended and restated, the “2009 Plan”), subject to Shareholder approval. Shareholders are being asked to approve anthe amendment toand restatement of the Bank of the Ozarks, Inc. 2009 Restricted Stock Plan to:

Summary of Changes to the 2009 Plan

The 2009 Plan, as amended and restated, will allow for Performance Awards which may be used with respect to grants of restricted stock, restricted stock units or cash awards to participants under the 2009 Plan to enable such awards to qualify for the “performance-based” compensation exception under Section 162(m) (“Section 162(m)”) of the Internal Revenue Code of 1986, as amended (the “2009 Plan”“Code”). Section 162(m) prohibits the Company from deducting for federal income tax purposes the compensation of more than $1,000,000 paid in any year to certain executive officers unless such compensation is “performance based.”

The Company believes that it is in the best interest of the Company and its Shareholders for awards under the 2009 Plan to be fully deductible for federal income tax purposes in as many instances as practicable. To be eligible for such deductions, the payments must satisfy the criteria set forth in Section 162(m). The Company’s Board and the Compensation Committee believe grants of Performance Awards subject to one or more of the business criteria set forth below and approved by Shareholders will qualify as “performance-based” compensation under Section 162(m).

In order for performance-based awards to be fully deductible by the Company under the 2009 Plan, the material terms of the performance goals to be used for the awards granted under the 2009 Plan are required to be disclosed and approved by the Company’s Shareholders. For purposes of Section 162(m), the material terms of the performance goals include (i) identifying eligible employees – which may be by groups of employees, (ii) describing the various business criteria on which the performance goals may be based and (iii) setting forth either the maximum amount of compensation that could be paid to any employee or the formula used to calculate the amount of compensation to be paid to the employee if the performance goal is attained.

Eligible Employees. As amended, the 2009 plan would permit any employee or officer of the Company or a Subsidiary to receive grants of a Performance Award.

Business Criteria. The amendments to the 2009 Plan will provide the Compensation Committee with the ability to grant Performance Awards to an employee based solely upon the attainment of performance targets related to one or more performance goals selected by the Compensation Committee. The performance goals will be objectively determinable and will be related and limited to one or more of the following Company, Subsidiary or division financial performance measures:

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Each goal may be expressed on an absolute and/or relative basis, may be based on or otherwise employ comparisons based on internal targets, the past performance of the Company or any Subsidiary or division of the Company and/or the past or current performance of other companies, and in the case of earnings-based measures, may use or employ comparisons relating to capital, shareholders’ equity and/or shares outstanding, or to assets or net assets. The Compensation Committee must certify the achievement of the applicable performance goals and the actual amount payable to each participant under the performance-based awards prior to payment. The Compensation Committee may retain discretion to reduce, but not increase, the amount payable under a performance-based award to any participant, notwithstanding the achievement of targeted performance goals. Awards may be accelerated or otherwise adjusted in the event of the employee’s death or disability or in the event of a change in control of the Company, as described below. The Compensation Committee may, at its discretion, waive all or any part of the restrictions applicable to any or all outstanding Performance Awards. The Compensation Committee may appropriately adjust any evaluation of performance to exclude any of the following events that occurs during a performance period: (i) asset impairments or write-downs, (ii) litigation or claim judgments or settlements, (iii) the effect of changes in tax law, accounting principles or other such laws or provisions affecting reported results, (iv) accruals for reorganization and restructuring programs, (v) any extraordinary non-recurring items as described in Accounting Standards Codification Topic 225-20 and/or in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual report to shareholders for the applicable year, (vi) the effect of adverse federal, governmental or regulatory action, or delays in federal, governmental or regulatory action or (vii) any other event either not directly related to the operations of the Company or not within the reasonable control of the Company’s management; provided that the Compensation Committee commits to make any such adjustments within the first 90 days following commencement of the performance period.

Maximum Performance Awards to Covered Employees. With respect to any individual who was in the prior year or is reasonably expected to be in the current year a “covered employee” within the meaning of Section 162(m) of the Code, the maximum number of shares of the Company’s Common Stock that canin respect of which all stock-based Performance Awards may be issued as restricted stock or denominated as restricted stock unitsgranted in any year under the 2009 Plan from 400,000is 50,000, and the maximum amount of all cash-settled Performance Awards that may be granted in any year under the 2009 Plan is $2,000,000.

Currently the 2009 Plan provides that the number and kind of shares available for grant and the shares subject to 800,000.outstanding awards would be adjusted to reflect the effect of a stock dividend, stock split, recapitalization, merger, consolidation, reorganization, combination or exchange of shares, extraordinary dividend or other distribution or other similar transaction. The proposed amendments would revise this provision to clarify that any such transaction would also adjust the maximum award limits set forth in the plan.

Shareholder approval of this Proposal No. 4 will be deemed to include and constitute approval of each of the material terms of the performance goals for purposes of the approval requirements of Section 162(m) of the Code.

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In addition, the proposed amendments would change the name of the 2009 Plan to the “2009 Restricted Stock and Incentive Plan” in order to better reflect the types of awards that may be granted under the plan.

Summary of the 2009 Plan

General. The 2009 Plan was originally adopted and approved by the Board and the shareholdersShareholders of the Company in 2009.

2009 and amended on April 15, 2013 with the approval of the Shareholders. The following description of the 2009 Plan is qualified in its entirety by reference to the applicable provisions of the plan document. CopiesA copy of the 2009 Plan, as amended and restated to incorporate the proposed amendment to the 2009 Plan arechanges discussed above, is attached to this Proxy Statementproxy statement asAppendix A andAppendix B, respectively.B.

Purpose of the 2009 Plan

Plan.The purpose of the 2009 Plan is to attract and retain the best available talent, to encourage the highest level of performance by executive officers and key employees, and to provide such officers and employees with incentives to put forth maximum effort for the success of the Company’s business and to serve the best interests of the Company’s shareholders.Shareholders.

Administration

Administration.The 2009 Plan is administered by the Compensation Committee, unless under the terms of the 2009 Plan the Board determines to subject some or all of the Compensation Committee’s actions to Board approval. At the present time, the Board has not made any determination nor does it have any present intention to require Board approval of the Compensation Committee’s actions. Subject to the terms of the 2009 Plan, the Compensation Committee has the discretion to determine which employees and officers receive awards and the terms of each award made under the 2009 Plan. The Compensation Committee has the power to modify, cancel, accelerate vesting, or otherwise change awards made under the 2009 Plan, subject to certain restrictions set forth in the 2009 Plan. The Compensation Committee also has the sole authority to interpret the terms of the 2009 Plan, including whether a “change in control” of the Company, as

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such term is defined in the 2009 Plan, has occurred. Compensation Committee determinations under the 2009 Plan are final and binding on all parties.

Awards and Eligibility

Eligibility.Awards under the 2009 Plan may be in the form of restricted stock or restricted stock units.units and, if approved by the Shareholders, performance awards. All officers and employees of the Company are eligible to receive awards under the 2009 Plan. The benefits or amounts that may be received by or allocated to any particular officer or employee of the Company under the 2009 Plan will be determined in the sole discretion of the Compensation Committee and, accordingly, are not presently determinable.

Shares Available for Issuance

Presently, theIssuance. The maximum total number of shares of Common Stock that can be issued as restricted stock, or denominated as restricted stock units or subject to any performance award under the 2009 Plan is 400,000800,000 shares. The number and kind of shares available under the 2009 Plan (and the share or award limits to certain individuals) are subject to adjustments by the Compensation Committee in the event of certain corporate events such as stock splits, stock dividends, or other recapitalizations of the Company so as to prevent dilution or enlargement of the participants’ rights under the 2009 Plan. Shares of Common Stock issued under the 2009 Plan may be shares of original issuance, shares held in treasury or shares that have been reacquired by the Company.

As of December 31, 2012, 329,2502013, 412,450 of the available 400,000800,000 shares for issuance under the 2009 Plan have been awarded. See “Equity Compensation Plan Information” elsewhere in this proxy statementbelow for information as of December 31, 20122013 concerning shares of Common Stock that may be issued upon the exercise of options and other rights under existing equity compensation plans and arrangements, including the 2009 Plan.

Expired, Forfeited or Unexercised Awards

Awards.If any award granted under the 2009 Plan expires, is forfeited or becomes unexerciseable without having been exercised or fully paid, after the date of approval of the 2009 Plan, the shares underlying such award will become available for future awards under the 2009 Plan. Further, if the Company settles any award in cash rather than in Common Stock, the shares underlying such award that are retained or otherwise not issued, will become available for future awards under the 2009 Plan.

Restricted Stock

Stock.An award of restricted stock involves the immediate transfer of ownership of a specific number of shares of Common Stock to a participant in return for the performance of services or other restrictions as the Compensation Committee may determine. However, during a “restriction period” designated by the Compensation Committee, such shares are subject to forfeiture unless conditions specified by the Compensation Committee are met. These conditions will generally include the continuous employment of the participant with the Company and may include performance objectives that must be achieved. Although shares of restricted stock remain subject to forfeiture during the restriction period, the participant is entitled to vote these shares, receive all dividends

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paid on these shares and exercise all other ownership rights in such restricted stock. Restricted stock may become free of restriction prior to the end of a restriction period in the event of a change in control of the Company, disability or death, as those terms are defined in the 2009 Plan, subject to certain restrictions. The Compensation Committee may also provide for an accelerated lapse of the restriction period upon other events or standards that it may determine, including the achievement of one or more performance goals, subject to Shareholder approval and certain other restrictions.goals.

Restricted Stock Units

Units.A restricted stock unit is an award denominated in shares of Common Stock that will be settled by the payment of cash based upon the fair market value of such specified number of shares of Common Stock. The Compensation Committee has the discretion to settle restricted stock units by delivery of shares of Common Stock. The Compensation Committee will determine the number of restricted stock units to be awarded to any participant, the restriction period within which a grant may be subject to forfeiture, whether the grant or vesting depends upon the achievement of performance goals and other terms. During the restriction period, the participant is not entitled to vote or receive dividends on the shares subject to the award. A restricted stock unit may become payable prior to the end of a restriction period in the event of a change in control of the Company, disability or death, as those terms are defined in the 2009 Plan, subject to certain restrictions.

Performance Awards. The Compensation Committee may grant performance awards, which will consist of a right that is denominated in cash or shares (including but not limited to restricted shares and restricted share units), valued, as determined by the Compensation Committee, in accordance with the achievement of such performance goals during such performance periods as the Compensation Committee may establish, and payable at such time and in such form as the Compensation Committee shall determine. Subject to the terms of the 2009 Plan and any applicable award agreement, the Compensation Committee will determine the performance goals to be achieved during any performance period, the length of any performance period, the amount of any performance award and the amount and kind of any payment or transfer to be made pursuant to any performance award. Performance awards may be paid in a lump sum or in installments following the close of the performance period or, in accordance with the procedures established by the Compensation Committee, on a deferred basis. Separation from service prior to the end of any performance period, other than for reasons of death or disability, will result in the forfeiture of the performance award, and no payments will be made. Notwithstanding the foregoing, the Compensation Committee may, in its discretion, waive any performance goals and/or other terms and conditions relating to a performance award, subject to the limitations set forth in the 2009 Plan. Performance Awards that are granted as performance-based awards to “covered employees” within the meaning of Section 162(m) of the Code will be based upon the attainment of performance targets related to one or more performance goals selected by the Compensation Committee from among the options listed above under “Business Criteria.”

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Transferability of Awards

Awards.Except as provided below, no award under the 2009 Plan may be transferred by a participant other than by will or the laws of descent and distribution upon death. The Compensation Committee may expressly provide in an award agreement that the participant may transfer the award if the Compensation Committee determines the transfer does not result in accelerated taxation, is not a transfer for value and is otherwise appropriate and desirable.

Termination

Termination.The 2009 Plan will terminate on the tenth anniversary of its approval by Shareholders and no award will be granted under the 2009 Plan after that date.

Plan Amendments

Amendments.The 2009 Plan may be amended by the Board, but unless further approval by the Shareholders of the Company is obtained, no such amendment may increase the limitations set forth in the 2009 Plan on the number of shares that may be issued under the 2009 Plan. The Board may condition any amendment on the approval of the Shareholders if such approval is necessary or deemed advisable with respect to the applicable listing or other requirements of a national securities exchange or other applicable laws, policies or regulations.

In addition, Shareholder approval may be required to satisfy tax rules applicable to performance-based compensation under Section 162(m) of the Code. Because the Compensation Committee retains the discretion to set and change the specific targets for each performance period under a Performance Award intended to be exempt from Section 162(m) of the Code, Shareholder ratification of the performance goals will be required, in any event, at five-year intervals in the future to exempt awards granted under the 2009 Plan from the limitations on deductibility thereunder.

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Tax Consequences

The following is a brief summary of certain of the federal income tax consequences of certain transactions under the 2009 Plan. This summary is not intended to be exhaustive and does not describe state or local tax consequences.

Restricted Stock.A recipient of restricted stock generally will be subject to tax at ordinary income rates on the fair market value of the restricted stock (reduced by any amount paid by the recipient) at such time as the shares are no longer subject to a risk of forfeiture or restrictions on transfer for purposes of Section 83 of the Internal Revenue Code of 1986, as amended (the “Code”).Code. However, a recipient who so elects under Code Section 83(b) within 30 days of the date of transfer of the restricted stock to the recipient will recognize ordinary income on the date of transfer of the shares equal to the excess of the fair market value of the restricted stock (determined without regard to the risk of forfeiture or restrictions on transfer) over any purchase price paid for the shares. If a recipient has timely made an election under Code Section 83(b), any subsequent gain realized by the recipient upon transfer by the recipient will be subject to capital gains tax. If a Code Section 83(b) election has not been made, any dividends received with respect to restricted stock that is subject at that time to a risk of forfeiture or restrictions on transfer generally will be treated as compensation that is taxable as ordinary income to the recipient.

Restricted Stock Units. A recipient of restricted stock units generally will not recognize income until shares or cash are transferred to the recipient at the end of the deferral period and are no longer subject to a substantial risk of forfeiture or restrictions on transfer for purposes of Code Section 83. At that time, the participant will recognize ordinary income equal to the fair market value of the shares represented by the restricted stock units, reduced by any amount paid by the recipient. The Code Section 83(b) election available to holders of restricted stock is not available to holders of restricted stock units.

Performance Awards. A recipient of a Performance Award will recognize income based on the method of payment of the award. If the Performance Award is paid in cash, the recipient will recognize ordinary income equal to the cash amount at the time it is paid. If the Performance Award is satisfied with Restricted Stock or Restricted Stock Units, the recipient will recognize income in the amount and at the time as described in the two immediately preceding paragraphs.

Tax Consequences to the Company. To the extent that a participant recognizes ordinary income in the circumstances described above, the Company or subsidiary for which the participant performs services will be entitled to a corresponding deduction, provided that, among other things, the income meets the test of reasonableness, is an ordinary and necessary business expense, is not an “excess parachute payment” within the meaning of Code Section 280G and is not disallowed by the deduction limitation on certain compensation under Code Section 162(m).

Proposed AmendmentNew Plan Benefits

Currently, the maximum number of shares of Common Stock that can be issued as restricted stock or denominated as restricted stock units under the 2009 Plan is 400,000 shares, and a total of 70,750 shares remain reserved for future awards under the 2009 Plan. Since the inception of the plan, there have been four award dates, annually beginning in 2009. On average, the number of shares awarded each year has been 83,912 shares. For the 2012 award year, 128,150 shares were awarded. There are presently not enough shares available to make a 2013

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annual award approximating the average annual number of shares awarded over the last four years. Assuming future annual grants approximating the number of shares awarded in 2012, increasing the available shares under the plan to an aggregate of 800,000 shares should allow the Compensation Committee to be able to make annual awards at approximately current levels for three more years.

The Board believes that the 2009 Plan has been and will continue to be a valuable tool in attracting and retaining key employees. For that reason, the Board proposes that the 2009 Plan be amended to increase the number of shares available for issuance under the 2009 Plan from 400,000 shares to 800,000 shares.

Benefits to Named Executive Officers and Others

Set forth below is a table that shows equity grants pursuant to the 2009 Plan in fiscal year 2012. These are the same amounts as would have been paid pursuant to the 2009 Plan if shareholders had approved the proposed amendment prior to fiscal year 2012. Future benefits to be received by a person or group under the 2009 Plan are not fully determinable at this time and will depend on individual and corporate performance and other determinations to be made by the Compensation Committee during fiscal year 20132014 and beyond.

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Equity Compensation Plan Information

The following table sets forth information as of December 31, 2013 concerning shares of Common Stock that may be issued upon the exercise of options and other rights under existing equity compensation plans and arrangements, separately reflecting plans approved by Shareholders and plans or arrangements not submitted to Shareholders for approval.

Board Recommendation

The Board unanimously recommends that Shareholders vote “FOR” approval of the Amendment to the Bank of the Ozarks, Inc.amended and restated 2009 Restricted Stock Plan. Proxies solicited by the Board and validly executed and received by the Company will be so voted unless Shareholders specify a contrary choiceotherwise in their proxies.

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BOARD PROPOSAL NO. 3: APPROVAL OF THE AMENDMENT AND RESTATEMENT OF

THE BANK OF THE OZARKS, INC. NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

Shareholders are being asked to approve the amendment and restatement of the Bank of the Ozarks, Inc. Non-Employee Director Stock Option Plan (the “Plan”). The Board proposes to amend and restate the Plan in order to:

The following description of the Plan is qualified in its entirety by reference to the applicable provisions of the proposed Third Amended and Restated Bank of the Ozarks, Inc. Non-Employee Director Stock Option Plan, which is attached asAppendix C.

General Description of the Plan

The Plan was originally adopted and approved by the Board and the Shareholders of the Company in 1997. Recognizing the need to remain in compliance with applicable Nasdaq rules, during 2004 the Board adopted and shareholders approved an amended and restated Plan which limited the Plan’s duration to a ten (10) year period ending February 16, 2014.

Purpose of the Plan

The purpose of the Plan is to attract and retain services of qualified non-employee directors of the Company and to provide them incentive to put forth maximum effort for the success of the Company’s business and to serve the best interests of the Company’s stockholders.

Summary of the Plan

Eligibility. Presently, each person who is not otherwise an employee of the Company, or any of its subsidiaries, and who has been elected or appointed as a director of the Company is eligible to participate in the Plan. Persons elected as a director of the Company at each annual meeting of stockholders are automatically granted options to purchase 1,000 shares of common stock on the first business day immediately following such annual meeting. Persons elected or appointed for the first time as a director of the Company on a date other than an annual meeting date, are granted options to purchase shares of common stock (in an amount not to exceed 1,000 shares) as the Board of the Company may determine in its discretion.

Grants of Stock Options. Each stock option grant will specify the purchase price per share payable on exercise of an option granted pursuant to the Plan. Such purchase price may not be less than 100% of the “fair market value” per share of the common stock on the date of grant. Under the Plan “fair market value” is determined on the basis of the average of the highest reported asked price and the lowest reported bid price as quoted on the NASDAQ Global Select Market on the date of grant. Each stock option granted under the Plan will immediately vest on the date on which such option is granted and no stock option granted under the Plan will be exercisable after the expiration of ten (10) years from the date of its grant. Each stock option (and the shares of common stock to be received upon exercise of such stock option) may be subjected to such transfer and other restrictions as the Board may determine, including restrictions as may be necessary to comply with applicable federal and state securities law. Each grant will be evidenced by a stock option agreement executed on behalf of the Company by the Chief Executive Officer (or another Board designated officer) and delivered to the optionee, and containing such terms and provisions, consistent with the Plan, as the Board may approve.

Termination. If an optionee ceases to be a director for any reason, any option held by such person may be exercised at any time within 90 days after the date on which such person ceased to be a director. After such 90-day period the option will terminate without notice.

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Adjustments. Each grant will make or provide for such adjustments in the number of shares of common stock covered by outstanding stock options granted thereunder, in the option price applicable to any such stock options and/or in the kind of shares covered thereby (including shares of another issuer), as is equitably required to prevent dilution or enlargement of the rights of optionees under the Plan that otherwise would result from any stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, merger, consolidation, spin-off, reorganization, partial or complete liquidation, issuance of rights or warrants to purchase securities or any other corporate transaction or event having an effect similar to any of the foregoing.

Termination of Plan. If the Plan, as proposed to be amended and restated, is not approved by the stockholders of the Company at the Annual Meeting, the Plan will terminate automatically on February 16, 2014. If this proposal is approved by shareholders at the Annual Meeting, the termination date of the Plan will be April 15, 2023, giving the plan a term of ten (10) years from the date of the Annual Meeting.

Federal Income Tax Consequences

The following discussion outlines generally the federal income tax consequences of participation in the Plan and for the Company.

All options granted under the Plan are intended to be non-statutory stock options. Accordingly a participant in the Plan will not recognize income upon the grant of an option under the Plan or at any time prior to the exercise of the option or a portion thereof. At the time the participant exercises an option or portion thereof, he or she will recognize compensation taxable as ordinary income in an amount equal to the excess of the fair market value of the common stock on the date the option is exercised over the price paid for the common stock, and the Company will then be entitled to a corresponding deduction.

Depending upon the length of time that the shares of common stock are held after exercise, the sale or other taxable disposition of shares acquired through the exercise of an option granted under the Plan generally will result in a short-term or long-term capital gain or loss equal to the difference between the amount realized on such disposition and the fair market value of such shares when the option was exercised.

The foregoing general description of tax consequences is not intended to be a complete description of all possible tax consequences arising under the Plan.

Proposed Amendment

The 1,000-share limitation on the option grants has been in place since the inception of the plan and has never been adjusted to reflect stock splits of the Company. One of the benefits of the Plan is that it provides an “equity” or “ownership” interest to those serving as Directors. This annual benefit has become diluted and less meaningful as the Company has succeeded and its stock has split multiple times, but the number of shares annually awarded to Directors has remained unchanged. For that reason, and because the Board believes that the Plan has been and will continue to be a valuable tool in attracting and retaining the services of qualified non-employee directors of the Company, the Board proposes to amend and restate the Plan in order to:

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Benefits to Non-Employee Directors

Only non-employee directors of the Company are eligible to participate in the Plan. Of the persons and groups set forth in the table below, only persons within the category titled “All Non-Executive Directors as a Group” will receive benefits under the Plan. It is not presently possible to determine the benefits or amounts that will be received in the future by such group under the Plan. Therefore, the following table sets forth information pertaining to the number of options which would have been received by the Company’s non-employee directors elected at the 2012 Annual Meeting had the Plan, as amended and restated, been in effect. The closing price of the Company common stock on the NASDAQ Global Select Market was $38.69 on February 19, 2013.

Board Recommendation

The Board unanimously recommends that Shareholders vote “FOR” approval of the amendment and restatement of the Bank of the Ozarks, Inc. Non-Employee Director Stock Option Plan. Proxies solicited by the Board will be so voted unless Shareholders specify a contrary choice in their proxies.

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BOARD PROPOSAL NO. 4:5: RATIFICATION OF INDEPENDENT AUDITORS

The Audit Committee of the Board selected and appointed the accounting firm of Crowe Horwath LLP as independent auditors for the year ending December 31, 2013,2014, and seeks ratification of the appointment by the Shareholders. This will be the eighthninth year Crowe Horwath LLP has served as the Company’s independent auditors. Representatives of Crowe Horwath LLP will be present at the Annual Meeting and representatives will have the opportunity to make a statement if they desire to do so and to respond to appropriate questions.

Fees incurred for services provided by the Company’s independent auditors for the years ended December 31, 20122013 and 20112012 were:

Audit fees totaling $488,295 for 2013 and $450,160 for 2012 and $466,130 for 2011 relate to the audit of the Company’s consolidated financial statements, review of the Company’s quarterly reports on Form 10-Q, audit of the Company’s 401(k) Retirement Savings Plan (the “401(k) Plan”) and services that are normally provided by the principal accountant in connection with statutory and regulatory filings. These fees do not include reimbursements for travel or other out of pocket expenses. Tax services are provided by another accounting firm. Other fees totaling $2,895 for 2013 related primarily to consultations regarding various acquisition issues.

The Audit Committee previously adopted a policy for pre-approval of engagements for audit, audit-related and non-audit services by the independent auditors. The policy requires that all audit services and audit-related services to be performed by the independent auditors be pre-approved by the Audit Committee. Non-audit services must first be pre-approved by the Chief Financial Officer before being submitted for pre-approval to the Audit Committee. The requirement for pre-approval by the Audit Committee of an engagement for non-audit services by the Company’s independent auditors may be waived if the aggregate amount of all such non-audit services provided by the independent auditors is less than five percent of the total amount of fees paid by the Company to the independent auditors during the fiscal year when the non-audit services are provided, such services were not recognized by the Company at the time of the engagement as non-audit services, and the services are promptly brought to the attention of the Audit Committee and approved by the Audit Committee, or by one or more members of the Audit Committee who are members of the Board to whom authority to grant such approvals has been delegated by the Audit Committee prior to the completion of the audit. All fees shown in the table above were pre-approved in accordance with the policies above.

Board Recommendation

The Board unanimously recommends a vote “FOR” the ratification of the Audit Committee’s selection and appointment of Crowe Horwath LLP as independent auditors for the year ending December 31, 2013.2014. Proxies solicited by the Board and validly executed and received by the Company will be so voted unless Shareholders specify otherwise in their proxies a contrary choice.proxies.

If the appointment of Crowe Horwath LLP as independent auditors for the year ending December 31, 20132014 is not ratified, the matter will be referred to the Audit Committee for further review.

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REPORT OF THE AUDIT COMMITTEE

The Audit Committee consists of three or more non-employee directors all of whom have been determined by the Board to qualify as independent directors under the Sarbanes-Oxley Act, related SEC Rules and NASDAQ listing standards. The Audit Committee operates under a written charter adopted by the Board. The Audit Committee’s Charter is evaluated annually to ensure compliance with SEC rules and regulations and NASDAQ listing standards and was last revised on February 17, 2012. A copy of the Audit Committee’s Charter is available on the Company’s website at www.bankozarks.com.

The Audit Committee oversees the Company’s auditing, accounting and financial reporting processes on behalf of the Board. In fulfilling its oversight responsibilities, the Audit Committee, among other things, reviewed with management the audited financial statements for the year ended December 31, 2013 in the Annual Report on Form 10-K, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements.

The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the Company’s independent auditors. The Audit Committee reviewed with the independent auditors, who are responsible for expressing an opinion on the conformity of the Company’s audited financial statements with accounting principles generally accepted in the United States, their judgments as to the quality, not just the acceptability, of the Company’s accounting principles and such other matters required to be discussed by Auditing Standard No. 16 (Communication with Audit Committees). In addition, the Audit Committee has received from the independent auditors the written disclosures and the letter from the independent auditors required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditors’ communication with the Audit Committee concerning independence and the Audit Committee has discussed with the independent auditors the independent auditors’ independence from the Company and its management. The Audit Committee also considered whether the independent auditors’ provision of non-audit services to the Company is compatible with the auditors’ independence, and has concluded that such provision is compatible with the auditors’ independence.

The Audit Committee discussed with the Company’s internal and independent auditors the overall scope and plans for their respective audits. The Audit Committee meets with the internal and independent auditors, with and without management present, to discuss the results of their examinations, their evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the audited financial statements be included in the Annual Report on Form 10-K for the year ended December 31, 2013 for filing with the Securities and Exchange Commission.

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BOARD PROPOSAL NO. 5:6: ADVISORY, NON-BINDING, VOTE ON EXECUTIVE COMPENSATION

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank”), signed into law during 2010, requires that companies must provide a shareholder vote, on a non-binding advisory basis, to approve executive compensation as disclosed pursuant to the compensation disclosure rules of the SEC. This disclosure must include the Compensation Discussion and Analysis, the compensation tables and other related material concerning executive compensation, such as that included in this proxy statement. Accordingly, pursuant to Dodd-Frank and Section 14A of the Securities Exchange Act of 1934, as amended, the Company is providing Shareholders an opportunity to vote on an advisory, non-binding basis to approve the compensation provided by the Company to its named executive officers through the following resolution:

“Resolved, that the Shareholders approve the Company’s compensation of its named executive officers disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables, and any related disclosures contained in the Company’s Proxy Statement for its 20132014 Annual Meeting of Shareholders.”

Future Advisory Votes on Executive Compensation

At the 2011 Annual Meeting of Shareholders, Shareholders were provided an additional advisory, non-binding, vote on the frequency at which shareholder advisory votes on executive compensation (like the one provided above) should be held. A majority of the votes cast at the 2011 Annual Meeting of Shareholders voted in favor of holding such votes on an annual basis, and the Company has determined to hold such votes on an annual basis until the next frequency vote, which is required to occur not less than every six years. Accordingly, the next Shareholder advisory vote to approve the Company’s compensation of its named executive officers will be held at the 2014 Annual Meeting of Shareholders.

Board Recommendation

The Board unanimously recommends that Shareholders vote “FOR” approval of the resolution. Proxies solicited by the Board and validly executed and received by the Company will be so voted unless Shareholders specify a contrary choiceotherwise in their proxies.

Dodd-Frank expressly provides that because this Shareholder vote is advisory, it will not be binding upon the Board and it may not be construed as overruling a decision by the Board, nor will the vote create or imply any additional fiduciary duty by the Board, nor shall such vote be construed to restrict or limit the ability of Shareholders to make proposals for inclusion in proxy materials related to executive compensation. The Compensation Committee, however, may take into account the outcome of the vote when considering future executive compensation arrangements.

Future Advisory Votes on Executive Compensation

At the 2011 Annual Meeting of Shareholders, Shareholders were provided an additional advisory, non-binding, vote on the frequency at which shareholder advisory votes on executive compensation (like the one provided above) should be held. A majority of the votes cast at the 2011 Annual Meeting of Shareholders voted in favor of holding such votes on an annual basis. Accordingly, the next Shareholder advisory vote to approve the Company’s compensation of its named executive officers will be held at the 2015 Annual Meeting of Shareholders.

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EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth information as of December 31, 2012 concerning shares of Common Stock that may be issued upon the exercise of options and other rights under existing equity compensation plans and arrangements, separately reflecting plans approved by Shareholders and plans or arrangements not submitted to Shareholders for approval.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The only Shareholders known by the Company to own, directly or indirectly, as of February 19, 201314, 2014 more than five percent of Common Stock, are reflected in the following table. The table is based on information supplied by principal Shareholders and a review of information on file with the SEC.

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SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth certain information as of February 19, 2013,14, 2014, unless otherwise noted, with respect to beneficial ownership of the Company’s common stockCommon Stock by each director, director nominee and named executive officer of the Company, namedas set forth in the table captioned “Summary Compensation Table”Table,” and all directors and executive officers of the Company as a group.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Under the Securities Exchange Act of 1934, as amended, the Company’s executive officers and directors are required to file reports of ownership and subsequent changes of ownership with the SEC. Specific due dates have been established for these reports, and the Company is required to disclose in this proxy statement any failure to file by these dates during the preceding year. Based solely upon information provided to the Company by individual directors and executive officers, the Company believes that during the preceding year its directors and executive officers have complied with all applicable filing requirements.

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COMPENSATION DISCUSSION AND ANALYSIS

General

The purpose of this Compensation Discussion and Analysis (“CD&A”) is to provide information about the philosophies and principles of the Company regarding its compensation program for executive officers, including its Chief Executive Officer, Chief Financial Officer and three other executive officers who were the most highly compensated officers in fiscal year 20122013 (which are referred to as “named executive officers”). The following individuals were named executive officers for 2012.2013.

George Gleason, Chairman and Chief Executive Officer

Greg McKinney, Chief Financial Officer and Chief Accounting Officer

Dan Thomas, Vice Chairman, Chief Lending Officer and President -– RESG

Mark Ross, Vice Chairman and Chief Operating Officer

Tyler Vance, Chief Operating Officer and Chief Banking Officer

Darrel Russell, Chief Credit Officer and Chairman of the Directors’ Loan Committee

Objectives of Compensation Program

The Company’s goals and objectives with respect to its compensation program are to make decisions consistent with the long-term growth and performance objectives of the Company. The Company’s compensation program is designed to reward contributions toward the Company’s attainment of long-term growth and the achievement of the Company’s performance objectives. In 20122013 the Company’s compensation program for the named executive officers and other executives was based upon the following principles and policies.

The Company has a policy of evaluating the performance of officers and other personnel through communication between supervisors and their employees on an on-going basis. Supervisors are expected to routinely and regularly communicate with employees under their supervision concerning such matters as job expectations and satisfaction or dissatisfaction with job performance. Employees share in the responsibility of maintaining an on-going dialogue with their supervisors. Performance issues discussed are documented when appropriate. Supervisors recommend compensation for such personnel. Senior management, including the Chief Executive Officer, reviews the performance of the Company’s other officers and personnel and makes recommendations on their compensation levels to the Compensation Committee.

At the 20122013 Annual Meeting of Shareholders, in a Shareholder advisory, non-binding, vote to approve executive compensation, in excess of 97%96% of the votes were cast “FOR” a resolution approving the Company’s executive compensation. Taking into consideration the Shareholder approval vote, the Compensation Committee did not substantially alter its process or change the Company’s compensation programs for executive compensation.

Setting Executive Compensation

Role of Executive Officers in Compensation Decisions. Mr. Gleason, the Chairman and Chief Executive Officer; Mr. Ross, the Vice Chairman and Chief Operating Officer; Mr. Vance, the Chief BankingOperating Officer and Chief Banking Officer; and the Company’s Executive Vice President-Human Resources (“EVP-HR”) meet annually with appropriate senior managers and officers to review the performance of each employee of the Company. The conclusions reached and recommendations based on these reviews, including salary adjustments and award amounts, if any, are presented to the Compensation Committee. Recommendations related to the compensation for the Chief Operating Officer, the

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Chief Banking Officer, the Chief Financial Officer, the Chief Lending Officer and certain other executive officers are made by the Chief Executive Officer and are presented to the Compensation Committee for approval. The Compensation Committee may approve such recommendations or may exercise its discretion in modifying any recommended compensation, salary adjustments or awards.

Role of the Compensation Committee. The Compensation Committee has responsibility for reviewing, evaluating and approving the compensation plans, policies and programs of the Company. This includes reviewing and approving compensation for the Company’s directors, officers and other personnel, including awards under incentive compensation and equity-based plans, and any bonus compensation and equity-based plans.compensation. The Compensation Committee’s

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review and approval of compensation includes the total compensation, if any, potentially payable to the Chief Executive Officer and other senior executives under all reasonable scenarios, including death or disability, retirement, voluntary termination, involuntary termination and changes of control.

The Compensation Committee also reviews, with the Company’s EVP-HR, agreements and benefit plans of the Company made available to the senior executive officers and to other executive officers and key employees of the Company to ensure that such arrangements, agreements and benefit plans do not encourage those employees to take unnecessary and excessive risks that could threaten the financial condition of the Company. The Compensation Committee concluded, after such review with the EVP-HR, that the arrangements, agreements and benefit plans of the Company do not encourage those employees to take such risks. The Compensation Committee expects to continue monitoring and periodically evaluating these incentive compensation arrangements, agreements and benefit plans at least annually, as part of the Company’s oversight of risk management for the organization.

Decisions regarding the compensation of the Chief Executive Officer are made by the Compensation Committee. In performing this function, the Compensation Committee reviews various measures of corporate performance including long-term growth in deposits, loans and assets, return on average assets, return on average common shareholders’ equity, net interest margin, efficiency ratio, net charge-off ratio, other measures of growth, earnings, asset quality and risk and other factors deemed appropriate, as well as other subjective and qualitative measures.measures, including the results of the most recent “Say on Pay” vote. During 2012,2013, the Compensation Committee engaged an independent third-party compensation consultant to assist in its review and approval of the compensation arrangements of the CEO and certain other of the Company’s executive officers. The use of such consultant is discussed below under “Role of Consultants.”

The Compensation Committee could, at any time, recommend that the Board modify the Company’s compensation programs, including the mix of components of such programs, if it believes that doing so is appropriate to maintain a close alignment between the interests of management, employees and Shareholders.

Role of Consultants. During 2012Each year, the Compensation Committee reviewedreviews the complexity, profitability and relative performance metrics of the Company as well as the intangible value and performance of the Company’s management team. The goal of this review wasis to identify parameters by which to evaluate executive pay, ensuring that future compensation arrangements for the selected executive officers are compliant with regulatory practices, competitive in the marketplace and reflective of the Company’s performance and culture. In connection with this review,Beginning in 2011, the Compensation Committee has engaged Blanchard Consulting Group (Blanchard)(“Blanchard”) to obtain competitive data based on the parameters identified by the Compensation Committee, to provide an independent review of the compensation of selected executive officers of the Bank and to advise the Committee on future executive pay considerations.assist in this review. Other than in its role as compensation consultant to the Compensation Committee, Blanchard performed no services tofor the Company during 20122013 and had no conflict of interest with the Company or any member of its management.

In 2011 and 2012, Blanchard performed an independent compensation review of the CEO and certain other named executives, obtaining competitive data based on parameters identified by the Compensation Committee. The focusdetails of Blanchard’s review was onthose reviews were discussed in prior proxy statements. For 2013, Blanchard conducted an analysis of the top fiverelationship between executive officers most likely to appearcompensation and business performance and issued a report entitledPay vs. Performance – Report of Findings – November 2013.

In their analysis, Blanchard utilized the same peer group as it used in the proxy statement. These positions were determined to be Chairman and CEO (George Gleason), Chief Lending Officer and President—Real Estate Specialties Group (Dan Thomas), Chief Operating Officer (Mark Ross), Chief Financial Officer and Chief Accounting Officer (Greg McKinney), and Chief Banking Officer (Tyler Vance)October 2012Executive Compensation Review. After identifying these executives, the Compensation Committee determined that the compensation of our CEO and Chief Lending Officer should be compared to the number one and number two executive positions listed in the proxy statements of aThis custom national peer group of high performing publicly traded banks because, due to the Bank’s high level of performance, Mr. Gleasonwas established in 2012 and Mr. Thomas are the executives most likely to be recruited away from the Bank by other high performing national firms. The Compensation Committee also determined that the compensation of the remaining officers is best compared toincludes a regional peer group of publicly traded banks because the banks within or near the Company’s trade area are the banks against whom the Company most directly competes for the specialized talents and experience possessed by Mr. Ross, Mr. McKinney and Mr. Vance, each of whom has a keen understanding of the banking markets in which the Company and the regional peer group banks compete.

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In accordance with criteria established by the Compensation Committee, Blanchard developed a national peer group of twenty-one high performing publicly-traded banks with total assets as of the 2011 year-end between $2.5 billion and $12.0 billion and a three-year average net income greater than $40 million. The Compensation Committee chose these parameters withamounts reported for the goal of identifyingpeer group banks of similar size and performance quality as the Bank because these are the banks that the Compensation Committee feels the Company most likely competes with forreflect what was earned in fiscal years 2010, 2011 and 2012, as reported in the talents of Mr. Gleason2011, 2012 and Mr. Thomas.2013 proxy statements, respectively. The 21twenty-one banks comprising this national peer group includedinclude the following:

In accordance with criteria established by

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The analysis compared the Compensation Committee, Blanchard developed a regionalCompany’s performance on six financial measures to the custom peer group for both the 2012 year-end and a three-year average (2010-2012). The following financial measures were used in the comparison:

Blanchard first provided a comparison of twenty-one publicly traded banks located in Alabama, Arkansas, Florida, Georgia, Kansas, Kentucky, Louisiana, Missouri, Mississippi, North Carolina, Oklahoma, South Carolina, Tennessee,the six financial performance measures. The Company’s average financial performance across the six performance metrics ranked at the 89^th percentile versus the peer group for 2012. For the three-year period 2010-2012, the Company ranked at the 88^th percentile.

The analysis also compared the total salary, cash compensation (salary + annual cash incentive/bonus), and Texas, the geographic area generally encompassing or neardirect compensation (cash compensation + one-year equity award) of the Company’s trade area,top two executives (determined by salary rank) to that of the custom peer group and illustrates the compensation and business performance relationship. As a result, George Gleason, Chairman and CEO, and Dan Thomas, Vice Chairman, Chief Lending Officer and President-RESG were the focus of the analysis.

The Blanchard report included comparisons with 2011 fiscal year-end assets between $2.3 billionthe peer group for the 2012 annual period and $10 billion. Whilefor the Compensation Committee believes the Bank is at risk from regional competitors of all sizes to recruit away the talents of Mr. Ross, Mr. McKinney2010-2012 three-year period average reflecting Low Performance/High Pay, Low Performance/Low Pay, High Performance/High Pay, and Mr. Vance, it desiredHigh Performance/Low Pay. The analysis provided a comparison group of similarly-sized banksthe pay versus performance alignment of the Company’s top two executives relative to the Bankcustom peer group. Compared to allow a meaningful review of whether these executives’the peer group, the combined salary for the Company’s top two executives was at the 100^th percentile for 2012. When adding in cash and equity incentives, cash compensation for the top two executives was at the 98^th percentile and direct compensation was competitive with comparable employees at the regional100^th percentile. The findings for the three-year average 2010-2012 indicated that the combined salary for the Company’s top two executives was at the 100^th percentile. When adding in cash and equity incentives, cash compensation for the top two executives was at the 91^st percentile and direct compensation was at the 95^th percentile.

Finally, Blanchard provided a summary of the ranking of the Company’s top two executives, independently and combined, versus the peer group banks. The 21 Banks comprising the regional peer group included the following:

As part of their review, Blanchard comparedfor 2010, 2011, and provided information regarding base2012 for salary, cash compensation, direct compensation, and total compensation of the Company’s executive officers as a percentile ranking within the respective peer groups. Blanchard provided information regarding annual incentive plan payouts as a percentage of salary for the peer group banks that paid incentives in 2011 and showed the average of payouts at various percentiles, and information regarding the payout opportunity levels. Information was provided on cash-based annual incentives as well as equity compensation and long-term incentives. The Blanchard review provided current trends and best practices regarding annual and long-term incentives as compared to recent regulations and guidelines. Finally, the Blanchard report examined the benefit programs and perquisites offered by the Companycompensation. When compared to the peer group, Mr. Gleason ranked at the 99^th percentile, 89^th percentile and industry best practices.84^th percentile in total compensation for 2012, 2011 and 2010, respectively. When compared to the peer group, Mr. Thomas ranked at the 93^rd percentile, 95^th percentile and 87^th percentile in total compensation for 2012, 2011 and 2010, respectively. When compared to the peer group, combined data for both Mr. Gleason and Mr. Thomas ranked at the 100^th percentile, 91^st percentile and 85^th percentile in total compensation for 2012, 2011 and 2010 respectively.

The Compensation Committee used the Blanchard report, together with recommendations from management, in its review and determination of the compensation programs, salary adjustments and equity awards for the Company’s executive officers for the current year. The Compensation Committee’s conclusions were reached after subjective assessment of the various recommendations and the Blanchard report considered as a whole, and no specific benchmark or targets were used in the determination of such programs, adjustments and equity awards.

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Executive Compensation Components for 20122013

The Compensation Committee regularly reviews the Company’s compensation program to ensure that the components of the program will allow the Company to achieve the objectives described above. For the year ended December 31, 2012,2013, the principal components of compensation for the Company’s executive officers were:

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The Compensation Committee believes the components of the Company’s compensation program balance the mix of cash and equity compensation and current and longer-term compensation in a way that furthers the compensation objectives discussed above.

Compensation Mix.In setting compensation for the named executive officers, the Company seeks to find an appropriate balance between fixed and performance based compensation and between short-term and long-term compensation. The chart below illustrates the mix of total compensation for Mr. Gleason, individually, and Messrs. McKinney, Thomas, RossVance and Vance,Russell, as a group, based on compensation paid in fiscal year 2012.2013.

In 20122013 the Company’s compensation program consisted of the following:

Base Salary. Base salary levels for the named executive officers and other executive officers were subjectively determined with consideration given to the following factors: (1) individual performance contributions in accordance with the compensation philosophy of the Company, (2) senior management’s perception and understanding of the appropriate salary levels that are necessary to remain competitive within the markets in which the Company operates and (3) the Company’s budgetary parameters established for the full year.

During 20122013, base salaries paid to the Company’s nine executive officers as a group (including the Chief Executive Officer) increased 11.8%22.6%. The base salaries paid to the five named executive officers in 20122013 increased 13.9%29.4%, slightly higher than the increases in base salaries for all nine executive officers as a group as a result of above average increases for Messrs. Gleason Thomas and Vance as discussed below.

The table below discloses base salary for each named executive officer in years 20112012 and 20122013 and the percentage increase in their 20122013 base salary from their 20112012 base salary. The relatively larger increase in the base salary for Mr. Vance was based primarily on his promotion to Chief Banking Officer in 2011 with the accompanying increase in his responsibilities.responsibilities throughout 2013, including his transition to Chief Operating Officer during the fourth quarter of 2013. The relatively larger increase in the base salary for Mr. Gleason was in recognition of the extraordinary performance of the Company and Mr. Gleason’s significant contributions in all areas of the Company’s business. The slightly above average increase for Mr. Thomas is primarily related to his sustained performance and leadership in driving the success of the Real Estate Specialties Group.

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Cash Incentive Compensation. Cash incentive compensation consists of incentive compensation based on a mathematical formula of profit center or division profitability. Only certain personnel are eligible to receive incentive compensation. None of the five named executive officers participated in a cash incentive plan in 2012.2013.

Equity Incentive Plans. The Compensation Committee believes that stock options and awards of restricted stock provide an appropriate incentive to encourage management, particularly senior management, to maximize long-term shareholder returns since the value of stock options and restricted stock bear a direct correlation to long-term appreciation in the Company’s stock price. Grants under the Company’s Employee Stock Option Plan and the Company’s 2009 Restricted Stock Plan have the effect of more closely aligning the interests of management with the interests of Shareholders, while at the same time providing a valuable tool for attracting, rewarding and retaining key employees. The Company has not repriced or otherwise modified options previously issued except to make adjustments as provided in the planplans for stock splits.

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In order to set grant amounts for stock options and restricted stock, the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer and the Chief BankingLending Officer prepare recommendations, not based on any predetermined criteria or formula, to the Compensation Committee for the number of options and restricted shares to be issued to all officers of the Company (including themselves), and other Company personnel. The Compensation Committee determines to grant stock options and restricted stock considering this recommendation, results of the Blanchard report regarding equity grants for executive officers and the subjective analysis of a number of factors, including, among others, the overall mix of equity-based compensation to cash compensation, the number and frequency of equity awards and the potential for an individual’s contribution and performance to positively impact the Company’s performance.

Based upon the foregoing factors, in November 2012,2013, the Compensation Committee granted options to purchase a total of 257,550239,000 shares of Common Stock to officers and employees at ana weighted-average exercise price per share of $31.86.$49.59. All options were issued under the Company’s Employee Stock Option Plan at an exercise price equal to the fair market value of the shares of common stockCommon Stock on the date of grant, determined as the average of the highest reported asked price and the lowest reported bid price for the shares, as quoted on the NASDAQ Global Select Market on the day of issuance. All employee stock options issued in 20122013 vest 100% three years after issuance, assuming continuous employment by the eligible employee during this period, and expire seven years after issuance unless sooner terminated in accordance with the terms of the Employee Stock Option Plan.

In November 20122013, the Compensation Committee granted 128,150 restricted109,800 shares of restricted stock to 4449 officers and employees (including a total of 87,00067,300 shares to the Company’s nineeight executive officers). These restricted shares vest 100% three years after issuance, assuming continuous employment by the officer during this period. The holders of the restricted shares possess all of the rights of a Shareholder of the Company holding the Common Stock that is the subject of the Restricted Stock, including the right to vote the shares and the right to receive any dividends.

For the number of options and restricted shares granted to each named executive officer in 2012,2013, refer to the table entitled “Grants of Plan-Based Awards in Fiscal Year 2012” on page 30 of this proxy statement.2013” under the section “Executive Compensation” below.

The Compensation Committee will consider making an award of stock options and restricted shares to existing officers and personnel or to prospective officers and personnel in the future as circumstances warrant.

Retirement and Welfare Benefits. The Company maintains a qualified retirement 401(k) Plan and a Deferred Compensation Plan which are made available to the named executive officers and others as provided below.

The Company’s 401(k) Plan includes a salary deferral feature designed to qualify under Section 401 of the Code. During 2012 and prior years, the 401(k) Plan permitted most employeesInternal Revenue Code of the Company to defer a portion of their eligible compensation on a pre-tax basis subject to certain maximum amounts. The Company matched contributions in 2012 up to one-half of the first 6% of compensation deferred by the participant under the 401(k) Plan, subject to certain limitations, with a maximum annual matching contribution of $8,500 per participant. These matching contributions are made in cash and may be adjusted from time to time by the Company. The 401(k) Plan was1986, as amended in 1999 to include Common Stock as one of its investment alternatives. Effective January 1, 2005 and going forward, certain “key employees” of the Company [as defined by Code Section 416(i)(1)], were excluded from further salary deferrals under the 401(k) Plan in order for the 401(k) Plan to remain in compliance with the “top heavy” rules in Code Section 416. For the year 2012, all of the executive officers, among others designated by the Board as “key employees,” were excluded from salary deferrals to the 401(k) Plan.

(the “Code”). On August 21, 2012, the Board of Directors of the Company approved an amendment to the Company’s 401(k) Plan whereby the Plan was amended (i) to make it a Safe-Harbor Cost or Deferral Arrangement (“Safe Harbor CODA”) and (ii) to make certain technical corrections to the 401(k) Plan document. As a result of these amendments, (i) certain key employees, including each of the Company’s named executive officers, arebecame eligible to

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make salary deferrals into the 401(k) Plan effective January 1, 2013, (ii) the 401(k) Plan is not subject to any provisions of the Average Deferral Percentage test described in Code Section 401(k)(3) or the Average Contribution Percentage test described in Code Section 401(m)(2), (iii) the basic matching contribution equals (a) 100% of the amount of the employee’s deferrals that do not exceed 3% of the employee’s compensation for the year plus (b) 50% of the amount of the employee’s elective deferrals that exceed 3% but do not exceed 5% of the employeesemployee’s compensation for the year, and (iv) all employer matching contributions made under the provisions of the Safe-harborSafe-Harbor CODA are non-forfeitable.

During 2004, the Compensation Committee recommended, and the Board approved, an unfunded deferred compensation plan for certain key employees who were excluded from further salary deferrals under the 401(k) Plan on or after January 1, 2005.employees. Under the Deferred Compensation Plan, eligible participants, defined to include certain key employees of the Company designated by the Board, may elect prior to January 1st of each year to defer payment of a portion of their compensation on a pre-tax basis, but excluding any amounts realized on exercise of stock options. The deferred compensation is distributable in lump sum or specified installments upon separation from service with the Company or upon specified events constituting an “unforeseeable emergency” as defined in the Deferred Compensation Plan, including medical, housing and other specified emergencies and casualties. The Company makes a contribution to each participant’s account, limited by the Board, of up to one-half of the first 6% of compensation deferred by the participant under the Deferred Compensation Plan, subject to certain limitations. Amounts deferred under the Deferred Compensation Plan are to be set aside and invested in certain approved investments (excluding securities of the Company or its affiliates) designated by the Deferred Compensation Plan’s administrative committee, although the Board in its discretion may grant each participant the right to designate how the funds in the participant’s account shall be invested. In 2012 total matching contributions on behalf of eight of the nine executive officers participating were $60,238, which represented an average of 1.32% of the eligible executive officers’ 2012 W-2 compensation excluding any amounts realized on exercise of stock options or vesting of restricted stock. In conjunction with the 2012 amendment to the 401(k) Plan described above, the Company contribution to the Deferred Compensation Plan has been eliminated, effective January 1, 2013.

Refer to the Nonqualified Deferred Compensation Table on page 32for Fiscal Year 2013 under the section “Executive Compensation” below for information about contributions, earnings, withdrawals and distributions relating to the Company’s deferred compensation plan as it pertains to the named executive officers in fiscal year 2012.2013.

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In addition, refer to the discussion of the Supplemental Executive Retirement Plan under “Chairman and Chief Executive Officer Compensation” below.

Other Benefits and Perquisites. The named executive officers and other executive officers and personnel receive life, health, dental and long-term disability insurance coverage in amounts the Company believes to be competitive with comparable financial institutions. Benefits under these plans are made available to all employees of the Company on comparable terms as those provided to the named executive officers.

The Company also provides certain named executive officers with country club memberships, automobile allowances, personal use of corporate aircraft or other perquisites. The Company believes these perquisites provide executives with benefits similar to those they would receive at comparable financial institutions and are necessary for the Company to remain competitive in the marketplace. The Compensation Committee periodically reviews the personal benefits provided to the executive officers. These benefits and perquisites for the named executive officers are described in the “All Other Compensation” column of the Summary Compensation Table on page 29 andfor Fiscal Year 2013 under the notes thereto.“Executive Compensation” section below.

Chairman and Chief Executive Officer Compensation

The Compensation Committee has reviewed Mr. Gleason’s compensation package in the context of Mr. Gleason’s historical compensation levels, his contribution to the Company, including individual merit and performance, his significant responsibilities, including assigned duties, relative compensation of comparable positions within the industry and the Blanchard report. Based upon this review, the Compensation Committee believes the level of Mr. Gleason’s compensation for 20122013 was appropriate.

In addition to his base salary, and bonus, during 20122013 Mr. Gleason received other compensation which consisted of (i) an automobile allowance of $8,400, (ii) matching contributions of $8,500$10,200 under the Company’s Deferred Compensation401(k) Plan which were determined on a basis consistent with all other participating employees, (iii) 42,00032,000 shares of restricted stock vesting three years after issuance, (iv) options to purchase 42,00032,000 shares of the Common Stock at an exercise price of $31.86$49.59 per share vesting three years after issuance, (v) accruals of $146,747$155,798 by the Company to recognize benefits to Mr. Gleason under a Supplemental Executive Retirement Plan (the “SERP”) discussed in more detail below, (vi) payments of $340,963$424,451 to Mr. Gleason under an Executive Life Insurance Agreement discussed in more detail below, (vii) certain non-cash taxable benefits of $11,064$11,492 to Mr. Gleason related to the increase in cash surrender value of three life insurance policies of bank owned life insurance discussed in more detail below, (viii) $22,108 value for personal use of corporate aircraft, and (viii)(ix) payment of $2,445$4,026 of payroll taxes related to certain of these benefits.

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The Bank leases two corporate aircraft from BOTO, LLC, a 100%-owned subsidiary. In compliance with Federal Aviation Authority regulations and as approved by the Board, Mr. Gleason is permitted to use the aircraft for personal travel. In 2012, Mr. Gleason reimbursed the Bank for his personal use of the aircraft at an hourly rate based on flight hours. The hourly rate is an estimate of the costs of operating, maintaining and servicing the aircraft. In 2012, Mr. Gleason used the aircraft 38.2 flight hours for personal travel, for which he reimbursed the Bank $90,637. Effective January 1, 2013 personal use of corporate aircraft for Mr. Gleason and certain other Company executives will be treated as compensation with no reimbursement required by the executive.

In 2010, the Compensation Committee approved and adopted certain benefit agreements and plans for Mr. Gleason. These agreements and plans are intended to bring mutual benefits to Mr. Gleason and the Company. The agreements and plans recognize Mr. Gleason’s years of service to the Company; provide incentives for Mr. Gleason to continue his employment with the leadership of the Company over the next 1110 years; provide financial protection to the Company upon Mr. Gleason’s death by providing “key-man” life insurance benefits for the Company; and are intended to protect shareholdersShareholders from adverse market price fluctuations in the Company’s common stockCommon Stock upon the deaths of both Mr. and Mrs. Gleason, either pre-retirement or post-retirement of Mr. Gleason, by providing liquidity to the estate of the second of them to die, thereby reducing or eliminating the need of the estate to liquidate Company common stockCommon Stock held by it or its affiliates to pay estate and other taxes which might be incurred at that time.

The agreements and plans include the following:

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Section 162(m)

Section 162(m) of the Code generally limits the deductibility for federal income tax purposes of annual compensation paid to certain covered executive officers (including the Chief Executive Officer) in excess of $1 million, subject to certain exceptions, including an exception for performance based pay. In 2012,2013, the Company did not limit its compensation to certain covered executives to the $1.0 million deduction limit, althoughand as a result, the Company was not able to claim a deduction for such excess payments. The Company believes that amounts paid in excess of $1.0 million, including amounts attributable to performance basedperformance-based pay, and the cost of the lost tax deduction, were justifiable in order for the Company to remain competitive with peer financial institutions. The Board has proposed elsewhere in this proxy statement to amend and restate the 2009 Restricted Stock Plan to provide for performance-based awards which would not be subject to the $1 million deduction limit under Section 162(m) of the Code. See “Board Proposal No. 4: Amendment and Restatement of the 2009 Restricted Stock Plan.”

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EXECUTIVE COMPENSATION

Summary Compensation Table for Fiscal Year 2013

The following table sets forth the total compensation awarded, earned by or paid during the year ended December 31, 2013 to the Chief Executive Officer, Chief Financial Officer and the three most highly compensated executive officers of the Company other than the Chief Executive Officer and Chief Financial Officer.

Post-Employment Compensation

Except as described abovebelow, the Company and in the following paragraph, the Company’s employment arrangementsnamed executive officers have no contract or agreement with Mr. Gleason provide for norespect to termination or post-employment compensation to be paid nor for compensation to be paid to Mr. Gleason in the event ofconnection with a change in control of the Company.

Under both the Company’s Employee Stock Option Plan and the Company’s 2009 Restricted Stock Plan, all outstanding and unexercised options or restricted stock, whether or not previously vested, including the equity awards in favor of Mr. Gleason and the other named executive officers reflected in the table captioned “Outstanding Equity Awards at 20122013 Fiscal Year End” on page 31 of this proxy statement, will be accelerated and become fully vested and exercisable upon the occurrence of a “change in control” under the Employee Stock Option Plan or the 2009 Restricted Stock Plan. A “change in control,” as defined in the option agreements issued under the Employee Stock Option Plan, includes: (i) a merger, combination, consolidation or reorganization of the Company where the outstanding voting securities of the Company prior to the closing of such a transaction do not continue to represent at least 51% of the combined voting securities of the resulting or successor company; (ii) the election to the board of directors within any two consecutive years of persons who did not represent a majority of the directors at the beginning of the two year period unless they were elected with the approval of at least 2/3 of the number of directors at the beginning of such period that are continuing as directors; (iii) the acquisition by any person of 25% or more of the outstanding voting securities of the Company (excluding the number of securities held by any such person as of the effective date of the Employee Stock Option Plan); (iv) the sale of all or substantially all the assets of the Company; and (v) any other business combination or event deemed by the Board to constitute a change in control. The 2009 Restricted Stock Plan contains identical triggering provisions as the Employee Stock Option Plan except that the 2009 Restricted Stock Plan expands upon the definition of “change in control” and updates the trigger in the Employee Stock Option Plan described in clause (iii) above, to include the acquisition by any person, entity or group acting in concert, of 25% or more of the outstanding voting securities of the Company (excluding the number of securities held by any such person who controlscontrolled 10% or more of the voting securities of the Company as of the effective date of the 2009 Restricted Stock Plan).

Except as described above and in the Company andfollowing paragraph, the named executive officers haveCompany’s employment arrangements with Mr. Gleason provide for no contract or agreement with respect to termination or post-employment compensation to be paid nor for compensation to be paid to Mr. Gleason in connection withthe event of a change in control of the Company.

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Summary Compensation Table

The following table sets forth the total compensation awarded, earned by or paid during the year ended December 31, 2012Supplemental Executive Retirement Plan (“SERP”) described above includes provisions that define a “change in control” to the Chief Executive Officer, Chief Financial Officer and the three most highly compensated executive officers of the Company other than the Chief Executive Officer and Chief Financial Officer.include: