DEF 14A

DEF 14A 1 2022_proxy_def_14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  Filed by a party other than the Registrant 

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	Preliminary Proxy Statement
	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
	Definitive Proxy Statement
	Definitive Additional Materials
	Soliciting Material Pursuant to §240.14a-12

BancFirst Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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BancFirst Corporation

100 N. Broadway Ave.

Oklahoma City, Oklahoma 73102

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS


DATE	May 26, 2022.

TIME	9:00 a.m., local time.

PLACE	Skirvin Hilton Hotel, 1 Park Avenue, Oklahoma City, Oklahoma 73102. The meeting can also be accessed virtually via conference call by the following dial in number along with the accompanying access code. Dial in number: 1-408-418-9388. Access code: 2483 096 9920

ITEMS OF BUSINESS	1.	To elect the 21 directors nominated by our board of directors and named in the accompanying proxy statement;
	2.	To amend the BancFirst Corporation Stock Option Plan to increase the number of shares of common stock authorized to be granted subsequent to such amendment by 100,000 shares;
	3.	To amend the BancFirst Corporation Non-Employee Directors’ Stock Option Plan to increase the number of shares of common stock authorized to be granted subsequent to such amendment by 30,000 shares;
	4.	To ratify the appointment of BKD, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022; and
	5.	To transact such other business as may properly come before the meeting or any adjournments or postponements thereof.

RECORD DATE	In order to vote, you must have been a shareholder at the close of business on March 31, 2022.

PROXY VOTING	Whether or not you attend the meeting in person or via conference call, it is important that your shares be represented and voted. Please vote your shares electronically through the Internet or by telephone or by completing, signing and dating your proxy card and returning it as soon as possible in the enclosed, postage−paid envelope. This proxy is revocable. You can revoke this proxy at any time prior to its exercise at the meeting by following the instructions in the proxy statement. Voting on the Internet or by telephone will eliminate the need to return a paper proxy card.

	By Order of the Board of Directors:

	Randy Foraker Secretary

Oklahoma City, Oklahoma

April 5, 2022

BANCFIRST CORPORATION

2022 ANNUAL MEETING

PROXY STATEMENT

TABLE OF CONTENTS


	Page
About the Annual Meeting	1
How Do I Vote?	4
Matters to be Voted On	5
Proposal 1: Election of 21 Directors	5
Proposal 2: Amendment of the BancFirst Corporation Stock Option Plan	6
Proposal 3: Amendment of the BancFirst Corporation Non-Employee Directors’ Stock Option Plan	8
Proposal 4: Ratification of Selection of Independent Registered Public Accounting Firm	9
Corporate Governance	11
Director Independence	11
Board Refreshment and Assessment	11
Directors of BancFirst Corporation	14
Board Structure and Committee Composition	18
Board Leadership Structure and Risk Oversight	18
Board Committees	19
Anti-Hedging Policy	20
Corporate Code of Conduct

SEC Form DEF 14A filed by BancFirst Corporation