BancFirst Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, Financial Statements and Exhibits

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 23, 2024

 

 

BancFirst Corporation

(Exact name of Registrant as Specified in Its Charter)

 

 

Oklahoma			0-14384	73-1221379
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
100 N. Broadway Ave.
Oklahoma City, Oklahoma				73102-8405
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 405 270-1086

 

None

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $1.00 Par Value Per Share		BANF		Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 23, 2024, BancFirst Corporation (the “Company”) held its annual meeting of shareholders. As of the record date on March 28, 2024, the total number of shares of common stock outstanding and entitled to vote at the annual meeting was 32,966,678, of which 29,437,048 shares were represented at the meeting in person or by proxy. The purpose of the annual meeting was to vote on four proposals: (i) to elect the 17 directors nominated by our board; (ii) to approve the amendment of the BancFirst Corporation Directors' Deferred Stock Compensation Plan; (iii) to ratify FORVIS, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; and (iv) an advisory vote to approve the compensation of the named executive officers. Each of the foregoing proposals was set forth and described in the Notice of Annual Meeting and Proxy Statement of the Company dated April 3, 2024. At the meeting, the shareholders elected all 17 directors; approved the amendment to the BancFirst Corporation Directors' Deferred Stock Compensation Plan; ratified FORVIS, LLP as our independent registered public accounting firm; and approved the compensation of the named executive officers.

The number of votes cast for or against, as well as the number of abstentions and broker non-votes as to each such matter (where applicable), are set forth below:

Description of Proposal		Number of Shares
Proposal No. 1-Election of Directors		For				Against				Abstained				Broker Non-Votes
F. Ford Drummond			27,784,974				287,800				24,960				1,339,314
Joseph Ford			27,640,924				422,636				34,174				1,339,314
Joe R. Goyne			27,607,392				456,803				33,539				1,339,314
David R. Harlow			27,816,797				256,486				24,451				1,339,314
Mautra Staley Jones			27,817,526				249,432				30,776				1,339,314
Bill G. Lance			27,660,818				408,186				28,730				1,339,314
Dave R. Lopez			27,741,018				327,985				28,731				1,339,314
William Scott Martin			27,617,990				450,581				29,163				1,339,314
Tom H. McCasland, III			27,788,719				283,415				25,600				1,339,314
David E. Rainbolt			27,810,042				262,600				25,092				1,339,314
Dr. Leslie J. Rainbolt			27,840,565				232,640				24,529				1,339,314
Robin Roberson			27,641,161				404,828				51,745				1,339,314
Darryl W. Schmidt			27,653,720				410,085				33,929				1,339,314
Natalie Shirley			27,824,927				247,884				24,923				1,339,314
Michael K. Wallace			27,771,622				291,543				34,569				1,339,314
Gregory G. Wedel			27,648,817				419,696				29,221				1,339,314
G. Rainey Williams, Jr.			27,354,280				718,607				24,847				1,339,314
Proposal No. 2		For				Against				Abstained				Broker Non-Votes
To amend the BancFirst Corporation Directors' Deferred Stock Compensation Plan			27,924,459				116,397				56,878				1,339,314
Proposal No. 3		For				Against				Abstained				Broker Non-Votes
To ratify the appointment of FORVIS, LLP as our independent registered public accounting firm			29,336,912				50,406				49,730				—
Proposal No. 4		For				Against				Abstained				Broker Non-Votes
Advisory vote to approve executive compensation			27,866,611				132,062				99,061				1,339,314

 

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Item 7.01 Regulation FD Disclosure.

BancFirst Corporation Announces Declaration of Quarterly Dividend on its Common Stock and an Interest Payment on its BFC Capital Trust II

On May 23, 2024, BancFirst Corporation’s Board of Directors declared a $0.43 per share cash dividend on its common stock. The dividend is payable July 15, 2024, to shareholders of record on June 28, 2024. BancFirst Corporation will also pay the quarterly interest payment on $26.8 million of its 7.20% Junior Subordinated Debentures related to the trust preferred securities issued by its statutory trust subsidiary, BFC Capital Trust II. The trust will use the proceeds of the interest payment to pay a dividend of $0.45 per share on the trust preferred securities, payable July 15, 2024, to shareholders of record on June 28, 2024.

 

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits
Exhibit No.	Description
10.1	Amended and Restated BancFirst Corporation Directors' Deferred Stock Compensation Plan.
104	Cover Page Interactive Data File (embedded within the inline XBRL document).

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			BancFirst Corporation
Date:	May 23, 2024	By:	/s/ Hannah Andrus
			Hannah Andrus Executive Vice President Chief Financial Officer

 

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