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BEAR STATE FINANCIAL, INC. FILES (8-K) Disclosing Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders

July 3, 2014



Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective June 27, 2014, the Board of Directors of Bear State Financial, Inc. (the "Company") appointed Sherri R. Billings, formerly Executive Vice President and Chief Financial Officer of the Company, to serve as Executive Vice President and Chief Accounting Officer of the Company. Ms. Billings will continue to serve as the principal accounting officer of the Company. Also effective June 27, 2014, the Company's Board of Directors appointed Matt Machen as Executive Vice President and Chief Financial Officer of the Company. Mr. Machen will serve as the Company's principal financial officer. Mr. Machen, 33, joined the Company's banking subsidiary, First Federal Bank, in 2011 as a Senior Vice President and has served as a Regional President of First Federal Bank since 2012. Prior to joining First Federal Bank, Mr. Machen worked for First Security Bank from 2005 to 2011 primarily serving as a Vice President. Mr. Machen holds a Finance degree from the University of Arkansas. There are no arrangements or understandings between Mr. Machen and any other persons pursuant to which he was selected as Executive Vice President and Chief Financial Officer of the Company. There are also no family relationships between Mr. Machen and any director or executive officer of the Company and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Machen is an employee-at-will and has not entered into a written employment contract with the Company. However, consistent with our employment practices for our executive officers, Mr. Machen will be eligible to receive awards under the Company's 2011 Omnibus Incentive Plan as disclosed in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 28, 2014. Mr. Machen's base salary is $200,000. Mr. Machen will also be entitled to benefits offered to all employees of the Company as established by the Board of Directors from time to time. Finally, in connection with a restructuring of management of the Company following the Company's acquisition of First National Security Company and its subsidiary banks, the position of Chief Lending Officer at the Company was terminated effective June 27, 2014, and John T. Suskie, who formerly served as in that role, will no longer serve as an officer of the Company. Mr. Suskie will retain the position of Executive Vice President and Chief Lending Officer of First Federal Bank.



Item 5.07. Submission of Matters to a Vote of Securityholders.

The Annual Meeting of Shareholders of the Company was held on June 27, 2014. Matters voted on by shareholders included (i) the election of directors to the Company's Board of Directors and (ii) ratification of the Audit Committee's appointment of BKD, LLP as the Company's independent registered public accounting firm for the year ending December 31, 2014. The final voting results of the shareholders' votes are reported below. (i) The following directors were elected by the indicated votes: Broker Directors Votes For Votes Against Votes Abstained Non-Votes W. Dabbs Cavin 17,471,410 427,500 1,818 1,844,701 K. Aaron Clark 17,890,895 8,825 1,008 1,844,701 Frank Conner 17,894,213 5,549 966 1,844,701 Scott T. Ford 17,890,783 9,065 880 1,844,701 G. Brock Gearhart 17,885,292 8,852 6,581 1,844,701 John P. Hammerschmidt 17,854,256 39,669 6,803 1,844,701 O. Fitzgerald Hill 17,824,286 69,833 6,609 1,844,701 Richard N. Massey 17,428,733 471,129 866 1,844,701 John H. Hendrix 17,891,545 1,696 7,487 1,844,701 Daniel C. Horton 17,426,738 466,503 7,487 1,844,701 Ian R. Vaughan 17,890,131 2,088 8,059 1,844,701



(ii) The appointment of BKD, LLP as the Company's independent registered public

accounting firm for the year ending December 31, 2014 was ratified by the

indicated votes: Votes For Votes Against Votes Abstained 19,742,967 2,006 456



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