SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.      )

Filed by the Registrant    ☒                              Filed by a Party other than the Registrant    ☐

Check the appropriate box:

BancFirst Corporation

(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):

BancFirst Corporation

101 North Broadway

Oklahoma City, Oklahoma 73102

NOTICE OF ANNUALSPECIAL MEETING OF SHAREHOLDERS

Oklahoma City, Oklahoma

April 10, 2019November 2, 2020

PLEASE SIGN AND DATE THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED RETURN ENVELOPE.

BANCFIRST CORPORATION

2019 ANNUAL2020 SPECIAL MEETING

PROXY STATEMENT

TABLE OF CONTENTS

BancFirst Corporation

101 North Broadway

Oklahoma City, Oklahoma 73102

PROXY STATEMENT

We are providing these proxy materials in connection with the solicitation by the Board of Directors of BancFirst Corporation of proxies to be used at our 2019 Annuala 2020 Special Meeting of Shareholders (the “Annual“Special Meeting”).  In this proxy statement, we refer to the Board of Directors as the “Board,” to BancFirst Corporation as “we,” “us,” “our” or the “Company”“Company,” and to our wholly-owned subsidiary,subsidiaries, BancFirst, as the “Bank.“BancFirst” and Pegasus Bank as “Pegasus.” This proxy statement and the accompanying proxy card or voter instruction card and our 2018 Annual Report on Form 10−K were first mailed to shareholders on or about April 20, 2019.November 5, 2020.  This proxy statement contains important information for you to consider when deciding how to vote on the mattersmatter brought before the AnnualSpecial Meeting.  Please read it carefully.

ABOUT THE ANNUALSPECIAL MEETING

What mattersmatter will be voted on at the AnnualSpecial Meeting?

You will be voting on:

What are the Board’s recommendations?

The Board recommends a vote:

Who is entitled to vote at the AnnualSpecial Meeting?

The Board set April 5, 2019October 30, 2020, as the record date for the AnnualSpecial Meeting (the “record date”).  You are entitled to vote if you were a shareholder of record of our common stock as of the close of business on April 5, 2019.October 30, 2020.  Your shares can be voted at the AnnualSpecial Meeting only if you are present in personattending via conference call or represented by a valid proxy.

How many votes do I have?

You will have one (1) vote for each share of our common stock you owned at the close of business on the record date, provided those shares are either held directly in your name as the shareholder of record or were held for you as the beneficial owner through a broker, bank or other nominee.

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What is the difference between holding shares as a shareholder of record and beneficial owner?

Most of our shareholders hold their shares through a broker, bank or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

Shareholder of Record. If your shares are registered directly in your name with our transfer agent, BancFirst Trust and Investment Management, you are considered the shareholder of record with respect to those shares, and these proxy materials are being sent directly to you by the Company.  As the shareholder of record, you have the right to grant your voting proxy directly to us or to vote in personduring the conference call at the AnnualSpecial Meeting.  If this is the case,you wish to grant a proxy, we have enclosed a proxy card for you to use.

Beneficial Owner. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in “street name,” and these proxy materials are being forwarded to you by your broker, bank or nominee, who is considered the shareholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank or nominee on how to vote and are also invited to attend the AnnualSpecial Meeting.  However, since you are not the shareholder of record, you may not vote these shares in personduring the conference call at the AnnualSpecial Meeting, unless you request, complete and deliver a proxy from your broker, bank or nominee. Your broker, bank or nominee has enclosed a voting instruction card for you to use in directing the broker, bank or nominee how to vote your shares.

What will happen if I do not vote my shares?

Shareholders of Record. If you are the shareholder of record of your shares and you do not vote by proxy card or in person atduring the Annualconference call for the Special Meeting, your shares will not be voted at the AnnualSpecial Meeting.

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Beneficial Owners. If you are the beneficial owner of your shares, your broker or nominee may vote your shares only on those proposals on which it has discretion to vote. If no voting instructions are provided, these record holders can vote your shares only on discretionary, or routine, matters and not on non-discretionary, or non-routine, matters. Uninstructed shares whose votes cannot be counted on non-routine matters result in what are commonly referred to as “broker non-votes.”

The election of directors (Proposal No. 1), the proposal to amend and restate the BancFirst Corporation Stock Option Plan (Proposal No. 2), the proposal to amend the BancFirst Corporation Non-Employee Directors’ Stock Option Plan (Proposal No. 3) and the proposal to amend the BancFirst Corporation Directors’ Deferred Stock Compensation Plan (Proposal No. 4) isare considered a non-routine mattersmatter under the rules and regulations promulgated by NasdaqNASDAQ and approved by the Securities and Exchange Commission (“SEC”). Consequently, brokers may not vote uninstructed shares on these proposals. The ratification of BKD, LLP as our independent registered public accounting firm for the fiscal year ended December 31, 2019 (Proposal No. 5) is considered a routine matter under the rules and regulations promulgated by Nasdaq and approved by the SEC. Consequently, brokers may vote uninstructed shares on this proposal, and we do not expect any broker non-votes on this proposal.

Abstentions and broker non-votes are counted as shares that are present for purposes of determining whether a quorum is present at the AnnualSpecial Meeting. However, for purposes of determining whether a proposal is approved, abstentions and broker non-votes are tabulated separately. The effect of abstentions and broker non-votes depends on the vote required for a particular proposal. See “What vote is required to approve each proposal,” below, for a description of the effect of abstentions and broker non-votes on such proposal.

If you do not give your broker voting instructions, your broker will onlynot be entitled to vote your shares on Proposal 5.shares.  We urge you to provide instructions to your broker, bank or other nominee so that your votes may be counted on all of these important matters.

How many votes can be cast by all shareholders?

Each share of BancFirst Corporation common stock is entitled to one (1) vote.  There is no cumulative voting.  We had 32,617,788___ shares of common stock outstanding and entitled to vote on the record date.

How many votes must be present to hold the AnnualSpecial Meeting?

A majority of our outstanding shares of common stock as of the record date must be present at the AnnualSpecial Meeting in order to hold the AnnualSpecial Meeting and conduct business. This is called a “quorum.” Shares that are present and entitled to vote on one or more of the mattersmatter to be voted upon at the AnnualSpecial Meeting are counted as present for establishing a quorum.  Both abstentions and broker non-votes are counted as present for the purpose of determining the presence of a quorum.  If a quorum is not present, we expect that the AnnualSpecial Meeting will be adjourned until we obtain a quorum.

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What vote is required to approve eachthe proposal?

Proposal 1: Election of 21 Directors

The election of directors requires the affirmative vote of the holders of at least a majority of the common stock issued and outstanding and entitled to vote. Each director nominee who receives at least a majority of the common stock outstanding will be elected as a director for the ensuing one year. Withheld votes will have the same effect as votes “against” this proposal, and broker non-votes will have no effect on the vote for this proposal.

Proposal 2:  Amendment of the BancFirst Corporation Stock Option Plan

This proposal requires the affirmative vote of the holders of at least a majority of the common stock issued and outstanding and entitled to vote. Abstention will have the same effect as a vote “against” this proposal, and broker non-votes will have no effect on the vote for this proposal.

Proposal 3:  Amendment of the BancFirst Corporation Non-Employee Directors’ Stock Option Plan

This proposal requires the affirmative vote of the holders of at least a majority of the common stock issued and outstanding and entitled to vote. Abstention will have the same effect as a vote “against” this proposal, and broker non-votes will have no effect on the vote for this proposal.

Proposal 4:  Amendment of the BancFirst Corporation Directors’ Deferred Stock Compensation Plan

This proposal requires the affirmative vote of the holders of at least a majority of the common stock issued and outstanding and entitled to vote. Abstention will have the same effect as a vote “against” this proposal, and broker non-votes will have no effect on the vote for this proposal.

Proposal 5: Ratification of the selection of BKD, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019

This proposal requires the affirmative vote of a majority of the shares of common stock represented in person or by proxy at the Annual Meeting and eligible to vote.  Abstentions will have the same effect as a vote “against” this proposal.

Can I change or revoke my vote after I return my proxy card or voting instruction card?

Yes.  Even if you sign the proxy card or voting instruction card in the form accompanying this proxy statement, you retain the power to revoke your proxy or change your vote. You can revoke your proxy or change your vote at any time before it is exercised by givingmailing written notice specifying such revocation to the Secretary of the Company.Company at least five business days before the Special Meeting.  You may change your vote by timely delivery ofmailing a valid, later-dated proxy to the secretary of the Company at least five business days before the Special meeting, or by voting by ballot at the AnnualSpecial Meeting. However, please note that if you would like to vote at the AnnualSpecial Meeting and you are not the shareholder of record, you must request, complete and deliver a proxy from your broker, bank or nominee.

What does it mean if I receive more than one proxy or voting instruction card?

It generally means your shares are registered differently or are in more than one account.  Please provide voting instructions for all proxy and voting instruction cards you receive.

Who can attend the AnnualSpecial Meeting?

All shareholders as of the record date, or their duly appointed proxies, may attend.

The Annual Meetingmeeting will be held at the Skirvin Hilton Hotel, 1 Park Avenue (the corner of Park Avenue and Broadway), Oklahoma City, Oklahoma 73102.via conference call.

Who pays for the proxy solicitation and how will the Company solicit votes?

We will bear the expense of printing and mailing proxy materials. In addition to this solicitation of proxies by mail, our directors, officers and other employees may solicit proxies by personal interview, telephone, facsimile or email. They will not be paid any additional compensation for such solicitation. We will request brokers, banks and nominees who hold shares of our common stock in their names

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to furnish proxy materials to beneficial owners of the shares. We will reimburse such brokers, banks and nominees for their reasonable expenses incurred in forwarding solicitation materials to such beneficial owners.

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How can I access the Company’s proxy materials and annual report electronically?

The proxy statement and our 2018 annual Report on Form 10−K areis available on the BancFirst website at http://www.BancFirst.bank and the website of the SEC at http://www.sec.gov. The Company provides these documents on its website and provides links to the SEC’s website where these reports can be obtained. The Company’s annual report on Form 10-K for the year ended December 31, 20182019 (other than the exhibits thereto), as well as copies of other filings or exhibits to filings made with the SEC, are also available without charge upon written request.  Such requests should be directed to: Randy Foraker, Executive Vice President and Secretary, BancFirst Corporation, 101 North Broadway, Oklahoma City, Oklahoma 73102.  

Is a list of shareholders available?

The names of shareholders of record entitled to vote at the AnnualSpecial Meeting will be available to shareholders entitled to vote at this meeting for ten days prior to the meeting for any purpose relevant to the meeting. This list can be viewed between the hours of 9:00 a.m. and 5:00 p.m., local time, at our principal executive offices at 101 N. Broadway, Oklahoma City, Oklahoma.  Please contact Randy Foraker, Executive Vice President and Secretary, BancFirst Corporation, 101 North Broadway, Oklahoma City, Oklahoma 73102, to make arrangements.

How do I find out the voting results?

Preliminary voting results will be announced at the AnnualSpecial Meeting, and final voting results will be published within four business days of the annualspecial meeting on Form 8-K, which we will file with the SEC. After the Form 8-K is filed, you may obtain a copy by visiting our website, which provides links to the SEC’s website.  You may also obtain a copy by visiting the SEC’s website directly or by contacting Randy Foraker, Executive Vice President and Secretary, by calling (405) 270-1044, by writing to Mr. Foraker c/o BancFirst Corporation, 101 N. Broadway, Oklahoma City, Oklahoma 73102, or by sending an email to him at randy.foraker@bancfirst.bankrandy.foraker@bancfirst.bank..

What if I have questions about lost stock certificates or I need to change my mailing address?

Shareholders of record may contact our transfer agent, BancFirst Trust and Investment Management, by calling (405) 270-4797 or writing to BancFirst Trust and Investment Management, P.O. Box 26883, Oklahoma City, Oklahoma 73126, to get more information about these matters.

HOW DO I VOTE?

Your vote is important.  You may vote by mail or attend the AnnualSpecial Meeting and vote by ballot, all as described below.

Vote by Mail

If you choose to vote by mail, simply mark your proxy card or voting instruction card, sign and date it, and return it in the postage-paid envelope provided.

Voting at the AnnualSpecial Meeting

The method or timing of your vote will not limit your right to vote at the AnnualSpecial Meeting if you attend the meeting and vote in person.via the conference call.  However, if your shares are held in the name of a broker, bank or other nominee, you must obtain a proxy, executed in your favor, from the holder of record to be able to vote at the AnnualSpecial Meeting. You should allow yourself enough time prior to the AnnualSpecial Meeting to obtain this proxy from the holder of record.record, and send to the Secretary of the Company at least five business days before the meeting.

The shares represented by the proxy cards or voting instruction cards received, properly marked, signed, dated and not revoked, will be voted at the AnnualSpecial Meeting. If you sign and return your proxy card but do not give voting instructions, the shares represented by that proxy card will be voted as recommended by the Board. If you fail to return your proxy card, or if your shares are held in “street name” and you do not instruct your broker how to vote your shares by failing to complete the voting instruction card, the effect will be as though you cast a vote “against” Proposals 1, 2, 3 and 4.the proposal.

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MATTERSMATTER TO BE VOTED ON

PROPOSAL 1

ELECTION OF 21 DIRECTORS

Our Board currently consists of 22 members. At the recommendation of the Independent Directors’ Committee, the Board has nominated 21 director nominees identified in this Proposal 1 to serve a one-year term, until the 2020 Annual Meeting of Shareholders and until their successors are duly elected and qualified, or until their earlier resignation or removal. For additional information about the director nominees and their qualifications, see “Corporate Governance Principles and Board Matters—Directors of BancFirst Corporation.” The nominees for the election of directors at the Annual Meeting are as follows:

Unless otherwise specified in the proxy, it is the intention of the persons named in the proxy to vote the shares represented by each properly executed proxy for the election of these nominees as directors of the Company. The nominees have agreed to stand for election and, if elected, to serve as directors. However, if any person nominated by the Board is unable or unwilling to serve, the proxies will be voted for the election of such other person or persons as the Independent Directors’ Committee and the Board may recommend.

The sections in this proxy statement titled “Corporate Governance Principles and Board Matters—Directors of BancFirst Corporation” and “—Stock Ownership” provide certain information about each nominee based on data submitted by such persons, including the principal occupation of such person for at least the last five years and any public company directorships held by such person.

Vote Required

The affirmative vote of holders of a majority of the shares of common stock issued and outstanding and entitled to vote is required for the election of each nominee as a director of the Company.  Proxies cannot be voted for a greater number of persons than the number of nominees named.

The Board unanimously recommends a vote “FOR” the election of the nominees to the Board.  Proxies solicited by the Board will be voted for each of the nominees unless instructions to withhold or to the contrary are given.

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PROPOSAL 2

APPROVALAMENDMENT AND RESTATEMENT OF AMENDMENT TO THE BANCFIRST CORPORATION STOCK OPTION PLAN

Subject to shareholder approval, the Board has amended theThe BancFirst Corporation Stock Option Plan (the “Employee Plan”“Plan”) was originally adopted by the Company in 1986.  The Plan is intended to incent long-term employment with the Company and its subsidiaries and to encourage ownership of common stock of the Company by certain key employees and officers of the Company and its subsidiaries, in order to increase their proprietary interest in the Company's success.  Since its adoption, the Plan has been amended numerous times to increase the remainingtotal number of shares of common stock authorized toof the Company on which stock options may be granted to 350,000 shares andunder the Plan, to extend the term of the plan from December 31, 2019Plan and to December 31, 2024. Asadopt provisions to comply with NASDAQ Stock Market Rules.  During the past 34 years that the Plan has been in effect, there have been other changes in accounting for stock compensation and the provisions of April 5, 2019, theretypical stock option plans.

Capitalized terms used and not otherwise defined herein have the respective meanings contained in the Plan.

Circumstances have at times arisen that were 265,470not contemplated when the Plan was originally adopted.  For example, the current COVID-19 pandemic has had a negative effect on the market price of the Company’s stock that, through no fault of the Optionees, has rendered earlier stock option grants ineffective as an incentive for the desired behaviors previously mentioned. The Board of Directors and Company management believe and recommend that the Plan should be amended and restated to reflect additional changes in the terms and provisions of the Plan, and to provide the Board more flexibility in modifying stock option grants, in order to better accomplish the Plan’s purpose.

The principal changes to the Plan being proposed are to:

The Board believes that the approval of the amendment to the Employeeamended and restated Plan is in the best interests of the Company and its shareholders, as the availability of an adequate number of shares reserved for issuance under the Employee Plan and the ability to grant stock options is an important factor in attracting, motivating and retaining qualified personnel essential to the success of the Company.

If the shareholders do not approve the amendment and the restatement of the Plan, the amendments described above will not be effective but the other terms and the other conditions of the Plan will continue in effect.

The complete text of the amended and restated Plan is presented as Appendix A to the Proxy Statement and the resolution to amend and to restate the Plan is presented as Appendix B to the Proxy Statement.

Summary of the Provisions of the EmployeeCurrent Plan

The essentialprincipal features of the Employeecurrent Plan are summarized below.  This summary does not purport to be a complete description of all of the provisions of the Employee Plan.  The summaryPlan and is qualified in its entirety by reference to the fullcomplete text of the EmployeeSixteenth Amended and Restated BancFirst Corporation Stock Option Plan.  The Sixteenth Amended and Restated BancFirst Corporation Stock Option Plan (as proposed to be amended), which has been filed as Appendix A to the copy of this Proxy Statement that was filed electronically with the SEC as Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2020, and can be reviewed on the SEC’s website at www.sec.gov.www.sec.gov. A copy of the plancurrent Plan document may also be obtained without charge by writing to Randy Foraker, Executive Vice President and Secretary at BancFirst Corporation, 101 N. Broadway, Oklahoma City, Oklahoma 73102.

The Employee Plan, which is not subject to the provisions of the Employee Retirement Income Security Act of 1974, provides for the grant of non-qualified stock options.

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The Employee Plan is administered by the Board ofCommittee.  The Committee is generally the Company,Board, certain members of which includes are principal shareholders and employees of the Company or its affiliates, and the Board may also include participants in the Employee Plan. Pursuant to the Employee Plan, the Executive Committee of the Board may, delegate administration of the plan to a committeeby delegation of the Board, consisting of three or more members, at least a majority of which must be “Non-Employee Directors”function as such term is used in Rule 16b-3.the Committee.

The maximum numberAll decisions of shares of common stock that may be granted pursuant to the Employee Plan is proposed to be increased to 350,000 shares (subject to adjustment in the event of stock dividends, stock splits, reverse stock splits, combinations, reclassifications,interpretation or like changes in the capital structureapplication of the Company). Plan are determined by the Committee and such decisions are final, conclusive and binding upon all participants.

Currently all planPlan options must be granted, if at all, no later than December 31, 2019, but the proposed amendment will extend this term to December 31, 2024.

OptionsStock options may be granted only to employees (including officers) of the Company or its subsidiaries.  All planstock options must have an exercise price equal to the fair market value of the common stock on the date of grant.  As defined in the Employee Plan, “fair market value” is stated to be equal to the closing price of the common stock as reported on the NASDAQ Global Market, Inc. (“NASDAQ”) on the date of grant or, if no closing price is so reported, the closing price of the common stock as reported by NASDAQ on the most recent date next preceding the date of grant.  

The exercise price is payable on exercise of the plana stock option and iswill generally be payable in cash, certified check, bank draft or money order, unless otherwise determined by the Board.Committee. Unless otherwise determined by the BoardCommittee at the time of granting ana stock option, Plan Optionsstock options vest 25% per year commencing on the fourth year after grant, until the Plan Optionstock option is 100% vested. Except for termination of employment as a result of retirement or death, if an optionee ceases to be an employee of the Company for any reason, other than as a result of embezzlement, theft or other violation of law, the optionee may exercise his or her option (to the extent exercisable at the time of termination) at any time within 30thirty (30) days after termination.  If an optionee ceases to be an employee of the Company due to retirement, the optionee may exercise the option (to the extent exercisable at the time of termination) at any time within three months after such retirement. If an optionee ceases to be an employee of the Company due to death, the optionee’s estate, personal representative, or beneficiary shall have the right to exercise the option (to the extent exercisable at the time of death) at any time within 12 months from the date of the optionee’s death.

During the lifetime of the optionee, ana stock option may be exercised only by the optionee.  Unless otherwise provided by the Committee, no option may be assignable except (i)(a) by will, (ii)(b) by the laws of descent and distribution, (iii)(c) for the purpose of making a charitable gift, or (iv)(d) to a revocable trust of which the optionee is a trustee.

Except as described above, Plan Optionsoptions may not have a term in excess of 15fifteen (15) years.

The Board may terminate or amend the Employee Plan at any time; provided, however, that without the approval of the shareholders of the Company, the Board may not amend the Employee Plan to materially increase the total number of shares of common stock covered thereby, materially increase the benefits accruing to participants under the Employee Plan, or materially modify the requirements as to eligibility for participation in the Employee Plan.

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Summary of Federal Income Tax Consequences of the Employee Plan

The federal tax consequences of stock options are complex and subject to change.  Furthermore, the following summary is intended only as a general guide to the United States federal income tax consequences of stock options granted under the Employee Plan under current federal law and is not intended to be exhaustive.  In particular, this summary does not describe the deferred compensation provisions of Section 409A of the Internal Revenue Code to the extent that an award is subject to such provisions and does not attempt to describe all potentialstate or local tax consequences.

Non-qualified stock options have no special tax status.  An optionee generally recognizes no taxable income as the result of the grant of such ana stock option.  Upon exercise of the stock option, the optionee normally recognizes ordinary income with respect to the acquired shares in the amount ofequal to the difference between the optionexercise price and the fair market value of the shares on the date of exercise.  Such ordinary income generally is subject to income tax withholding of incomerequirements and employment taxes.  Upon the sale of stock acquired by the exercise of a non-qualified stock option, any gain or loss, based on the difference between the sale price and the fair market value of the shares on the date of recognition of income will be taxed as long-term or short-term capital gain or loss, depending upon the length of time the optionee has held the stock from the date of recognition of income.  

No tax deduction is available to the Company with respect to the grant of the non-qualified option or the sale of stock acquired pursuant to such grant.  Provided certain withholding requirements are met, the Company should be entitled to a deduction equal to the amount of ordinary income recognized by the optionee as a result of the exercise of the stock option.

Specific Benefits under the Employee Plan

The Company has not approved any awardsstock options or any amendments to stock options that are conditioned upon shareholder approval of the proposed amendment and restatement of the Employee Plan. The number, the amount and the type of awardsstock options to be received by, or allocated to, eligible persons in the future under the Employee Planand such re-pricings cannot be determined at this time.  

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For information regarding stock-based awards granted to the Named Executive Officers during fiscal 2018, see the material under the heading “Executive Compensation” below in this proxy statement.  For information regarding past award grants under the Employee Plan, see the “Aggregate Past Grants under the Employee Plan” table below.

Aggregate Past Grants under the Employee Plan

As of April 5, 2019, awardsOctober 30, 2020, stock options covering 7,435,012_____ shares (before cancellations of awardsstock options covering 1,300,482_____ shares) of the Company’s common stock had been granted under the Employee Plan. The following table shows information regarding the distribution of those awardsstock options among the persons and groups identified below, as well as shares subject to unexercised options outstanding as of that date.

(1)  Does not include cancellations of awardsstock options covering 1,300,482________ shares.

Vote Required

The affirmative vote of a majority of the shares of common stock represented in person or by proxy at the Annual Meeting and eligible to vote is required for the adoption of the proposed amendment.

The Board recommends a voteTHE BOARD RECOMMENDS A VOTE “FOR” the proposed amendment to the BancFirst Corporation Stock Option Plan.

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PROPOSAL 3

APPROVALTHE PROPOSED AMENDMENT AND RESTATEMENT OF AMENDMENT TO THE BANCFIRST CORPORATION

NON-EMPLOYEE DIRECTORS’ STOCK OPTION PLAN

Subject to shareholder approval, the Board has amended the BancFirst Corporation Non-Employee Directors’ Stock Option Plan (the “Non-Employee Directors’ Plan”) to increase the remaining number of shares of common stock authorized to be granted to 50,000 shares and to extend the term of the plan from December 31, 2019 to December 31, 2024.  As of April 5, 2019, there were 40,000 shares available for issuance under the Non-Employee Directors’ Plan.  PLAN.

The Non-Employee Directors’ Plan was approved by the Company’s shareholders on June 24, 1999.  The purpose of the Non-Employee Directors’ Plan is to compensate non-management directors for participation on the Board or its committees by the automatic grant of stock options to purchase shares of the Company’s common stock.  Directors who are employees of BancFirst Corporation are not eligible to participate in the Non-Employee Directors’ Plan.

Summary of the Provisions of the Non-Employee Directors’ Plan

Following is a brief description of the principal features of the Non-Employee Directors’ Plan.  The summary is qualified in its entirety by reference to the full text of the plan, a copy of which (as proposed to be amended) has been filed as Appendix B to the copy of this Proxy Statement that was filed electronically with the SEC and can be reviewed on the SEC’s website at www.sec.gov.  A copy of the plan document may also be obtained without charge by writing the Company’s Secretary at BancFirst Corporation, 101 N. Broadway, Oklahoma City, Oklahoma 73102.

Directors who are not employees of the Company are eligible to participate in the Non-Employee Directors’ Plan.  The Non-Employee Directors’ Plan is administered by our Board.  All questions of interpretation of the Non-Employee Directors’ Plan or of the options granted pursuant to the Non-Employee Directors’ Plan are determined by the Board.  However, the grants of stock options and the amount and nature of the options granted are automatic, as described below.

Under the Non-Employee Directors’ Plan, an option to purchase 10,000 shares of common stock is granted to each non-employee director upon initial appointment to the Board.  The exercise price for an option is determined by the closing price as reported on the NASDAQ Global Market (or other principal exchange on which the common stock is traded) on the business day preceding the date the option is granted.  

An option becomes exercisable in four equal annual installments beginning on the first anniversary of the date of grant, and expires on the fifteenth anniversary of the date of grant.  If a director is terminated for cause, all options will be forfeited immediately.  If a director ceases to be member of the Board for any other reason, unvested options will terminate and only previously vested options may be exercised for a period of 30 days following termination. If an optionee ceases to be a director due to death, the optionee’s estate, personal representative, or beneficiary shall have the right to exercise the option (to the extent exercisable at the time of death) at any time within 12 months from the date of the optionee’s death).  

The exercise price of an option granted under the Non-Employee Directors’ Plan must be paid upon exercise of the option and is payable in cash, certified check, bank draft or money order, unless otherwise determined by the Board.  Stock options granted under the Non-Employee Directors’ Plan are non-qualified stock options.

If the amendment to the Non-Employee Directors’ Plan is approved by our shareholders, the remaining number of shares of common stock that are reserved for issuance under the Non-Employee Directors’ Plan will be increased to 50,000 shares, (subject to adjustment in the event of stock dividends, stock splits, reverse stock splits, combinations, reclassifications, or like changes in the capital structure of the Company), and the term of the plan will be extended from December 31, 2019 to December 31, 2024.  Options and shares that are forfeited or otherwise reacquired by us will again be available for the grant of options under the Non-Employee Directors’ Plan. Shares of common stock issued under the Non-Employee Directors’ Plan may be authorized but unissued shares or shares reacquired by us and held in treasury.

The Board may terminate or amend the Non-Employee Directors’ Plan at any time; provided, however, that without the approval of the shareholders of the Company, the Board may not amend the Non-Employee Directors’ Plan to materially increase the total number of shares of common stock covered thereby, materially increase the benefits accruing to participants under the plan, or materially modify the requirements as to eligibility for participation in the plan.

Summary of Federal Income Tax Consequences of the Non-Employee Directors’ Plan

The following is a general description of federal income tax consequences to our non-employee directors relating to stock options granted under the Non-Employee Directors’ Plan. This discussion does not purport to cover all federal tax consequences relating to the directors or the Company, nor does it describe state, local or foreign tax consequences.

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A director will not recognize income upon the grant of a non-qualified stock option to purchase shares of common stock. Upon exercise of the option, the director will recognize ordinary compensation income equal to the excess of the fair market value over the exercise price for such shares. We will be entitled to a tax deduction equal to the amount of ordinary compensation income recognized by the director.  The deduction will be allowed at the same time the director recognizes the income.  The tax basis of the shares of common stock in the hands of the director will equal the exercise price paid for the shares plus the amount of ordinary compensation income the director recognizes upon exercise of the option, and the holding period for the shares for capital gains purposes will commence on the day the option is exercised.  A director who sells shares of common stock acquired on exercise of the option will recognize capital gain or loss measured by the difference between the tax basis of the shares and the amount realized on the sale.

Specific Benefits under the Non-Employee Directors’ Plan

Awards under the Non-Employee Directors’ Plan are automatic to each non-employee director upon initial appointment to the Board, and the Company has not approved any awards that are conditioned upon shareholder approval of the proposed amendment of the Non-Employee Directors’ Plan.  

Aggregate Past Grants under the Non-Employee Directors’ Plan

As of April 5, 2019, awards covering 490,000 shares issuable under the Non-Employee Directors’ Plan had been granted (before cancellations of awards covering 10,000 shares), with the current non-employee directors of the Company as a group having been granted options to purchase an aggregate 300,000 shares of common stock. William O. Johnstone, Vice-Chairman of the Board, received options under the Non-Employee Directors’ Plan before he became an employee of the Company.

Vote Required

The affirmative vote of a majority of the shares of common stock represented in person or by proxy at the Annual Meeting and eligible to vote is required for the adoption of the proposed amendment.

The Board recommends a vote “FOR” the proposed amendment to the BancFirst Corporation Non-Employee Directors’ Stock Option Plan.

PROPOSAL 4

APPROVAL OF AMENDMENT TOSHAREHOLDER COMMUNICATIONS WITH THE BANCFIRST CORPORATION

Directors’ Deferred Stock Compensation Plan

Subject to shareholder approval, the Board has amended the BancFirst Corporation Directors’ Deferred Stock Compensation Plan (the “Deferred Stock Compensation Plan”) to increase the aggregate remaining number of shares available for authorization under the Deferred Stock Compensation Plan to 40,000 shares of common stock, and to extend the term of the plan from December 31, 2019 to December 31, 2024.  As of April 5, 2019, there were only approximately 19,637 shares available for authorization under the Deferred Stock Compensation Plan.  

The Deferred Stock Compensation Plan is intended to provide individuals who serve as directors of the Company or its banking subsidiary, BancFirst, or as advisory directors of the various community bank branches of BancFirst (each, a “Participating Director” and collectively, “Participating Directors”), an opportunity to defer the receipt of their director fees and to receive those deferred fees in the form of shares of common stock. All of the Company’s directors are eligible to participate in the Deferred Stock Compensation Plan.  The maximum number of shares that may be issued under the Plan currently is 222,220, subject to adjustment to reflect certain changes in capitalization, such as stock splits, stock dividends or recapitalizations.  

Summary of the Provisions of the Deferred Stock Compensation Plan

The essential features of the Deferred Stock Compensation Plan are summarized below. This summary does not purport to be a complete description of all the provisions of the Deferred Stock Compensation Plan.  The summary is qualified in its entirety by the full text of the Deferred Stock Compensation Plan, a copy of which, as it is proposed to be amended, is included as Appendix C to the copy of this Proxy Statement that was filed electronically with the SEC and can be reviewed on the SEC’s website at www.sec.gov.  A copy of the plan document may also be obtained without charge by writing the Company’s Secretary at BancFirst Corporation, 101 N. Broadway, Oklahoma City, Oklahoma 73102.

Under the Deferred Stock Compensation Plan, Participating Directors may defer all or part of their director fees otherwise payable in cash.  Compensation that is deferred will be credited to each Participating Director’s account under the Deferred Stock Compensation Plan (the “Deferral Account”) in the form of Units. The number of Units credited will be determined by dividing the amount of fees

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deferred by the closing price of the common stock on the deferral date as reported in The Wall Street Journal or a similar publication selected by the Compensation Committee. When cash dividends are paid on common stock, the Participating Director’s Deferral Account will be credited with a number of Units determined by multiplying the number of Units in the Deferral Account on the dividend record date by the per-share dividend amount and then dividing the product by the stock price on the dividend record date.  In the case of stock dividends, the Participating Director’s Deferral Account will be credited with a number of Units determined by multiplying the number of Units in the Deferral Account by the stock dividend declared.  

Following the earlier of (i) a Participating Director’s termination of service as a director or in the event of a Participating Director’s death, or (ii) the termination date of the Deferred Stock Compensation Plan, all amounts credited to a Participating Director’s Deferral Account will be paid to the Participating Director in the form of shares of common stock, the number of which shares will equal the number of Units credited to the Participating Director’s Deferral Account.  A Participating Director may elect to receive the shares in a lump sum on a date specified by the Participating Director or in substantially equal annual installments over a period not to exceed three years.  

The Deferred Stock Compensation Plan is administered by the Compensation Committee of the Board, certain members of which may also include participants in the Employee Plan. The Deferred Stock Compensation Plan may be amended or terminated at any time by the Compensation Committee.

Summary of Federal Income Tax Consequences of the Deferred Stock Compensation Plan

The Deferred Stock Compensation Plan permits Participating Directors to defer to a later year receipt of all or a portion of their director fees that otherwise would be includible in income for tax purposes in the year in which it would have been paid. Under current tax laws, no income will be recognized by a Participating Director at the time of deferral. Upon payment, a Participating Director will recognize ordinary income in an amount equal to the sum of the fair market value of the shares of common stock received and the cash received for any fractional share.  The Company will be entitled to a deduction equal to the income recognized by the Participating Director.

Specific Benefits under the Deferred Stock Compensation Plan

The number of persons participating in the Deferred Stock Compensation Plan is 85. Because the aggregate benefits under the Deferred Stock Compensation Plan are dependent upon the number of Participating Directors who elect to participate in the Deferred Stock Compensation Plan, the portion of their directors’ fees that Participating Directors elect to defer and the market price of common stock when deferred compensation and dividends are credited to their Deferral Accounts, it is not possible to predict what benefits will be received under the Deferred Stock Compensation Plan.  

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Aggregate Past Grants under the Deferred Stock Compensation Plan

The following table shows information regarding the number of Units credited to Participating Directors’ Deferral Accounts in respect of deferral of directors’ fees under the Deferred Stock Compensation Plan as of April 5, 2019.

Vote Required

The affirmative vote of a majority of the shares of common stock represented in person or by proxy at the Annual Meeting and eligible to vote is required for the adoption of the proposed amendment.

The Board recommends a vote “FOR” the proposed amendment to the BancFirst Corporation Directors’ Deferred Stock Compensation Plan.

PROPOSAL 5

RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

BKD, LLP (“BKD”) was the Company’s independent registered public accounting firm for fiscal year 2018 and has been approved by the Audit Committee of the Board (the “Audit Committee”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019. Although ratification is not required by the Company’s certificate of incorporation, bylaws, Oklahoma law or otherwise, the Board is submitting the appointment of BKD to the Company’s shareholders for ratification because the Company values its shareholders’ views on the independent registered public accounting firm. If the Company’s shareholders fail to ratify the appointment, it will be considered as a non-binding recommendation to the Board and the Audit Committee to consider the appointment of a different firm for fiscal year 2019. Even if the appointment is ratified, the Board and the Audit Committee may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its shareholders.

Representatives of BKD are expected to attend the Annual Meeting and will have an opportunity to make a statement or to respond to appropriate questions from shareholders. BKD has advised the Company that they are independent with respect to the Company.

Pre-Approval Policies and Procedures

The Audit Committee has established a policy to pre-approve all audit services and non-audit services performed by our independent registered public accounting firm. The Audit Committee also considers whether such services are consistent with the SEC’s rules on auditor independence and considers whether our independent registered public accounting firm is positioned to provide us with effective and efficient audit services needed to properly manage risk or improve audit quality. In its review of any non-audit service fees, the Audit Committee considers, among other things, the possible effect of the performance of such services on the auditor’s independence.  No non-audit services were performed for the Company by BKD during 2018 or 2017. The Audit Committee pre-approved 100% of audit fees and audit-related fees during the year ended December 31, 2018.

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The following table shows the fees billed for the audit provided by BKD during the years ended December 31, 2018 and 2017.

Audit fees for professional services rendered by BKD include fees related to the audits of the Company and of certain of our subsidiaries, other attestation services, internal control audits and assistance with interpretation of accounting standards.

Additional information concerning the Audit Committee and its activities with BKD can be found in the following sections of this proxy statement: “Corporate Governance Principles and Board Matters—Audit Committee” and “Audit Committee Report.”

Vote Required

The affirmative vote of a majority of the shares of common stock represented in person or by proxy at the Annual Meeting and eligible to vote is required for the approval of this proposal.

The Board recommends a vote “FOR” the ratification of the appointment of BKD as the independent registered public accounting firm of the Company for 2019.  Proxies solicited by the Board will be voted for the proposal unless contrary instructions are given.

CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS

The Company is committed to maintaining the highest standards of business conduct and corporate governance, which we believe are essential to running our business efficiently, serving our shareholders well and maintaining our integrity in the marketplace.  We regularly monitor developments in the area of corporate governance and review our processes and procedures in light of such developments.  In those efforts, we review federal laws affecting corporate governance, such as the Sarbanes-Oxley Act of 2002, as well as rules adopted by the SEC and NASDAQ.  We believe that we have in place procedures and practices, including the following, which are designed to enhance our shareholders’ interests.

Code of Ethics

We have adopted a Code of Ethics that applies to our principal executive officer and senior financial officers, including our principal financial officer and principal accounting officer, the purpose of which is to promote honest and ethical conduct and compliance with the law, particularly as related to the maintenance of the Company’s financial books and records and the preparation of its financial statements.  We have also adopted a Corporate Code of Conduct that sets forth the guiding principles and rules of behavior by which we operate our Company and conduct our daily business with our customers, vendors and shareholders and with our fellow employees.  The Code of Conduct applies to all directors and employees of the Company.  Copies of the Code of Ethics and the Corporate Code of Conduct may be requested from the Secretary at the address on the cover of this proxy statement.

Director Independence

The NASDAQ’s listing standards require our Board to be comprised of at least a majority of independent directors.  For a director to be considered independent, the Board must determine that the director does not have any direct or indirect material relationship with the Company.  Based on the independence standards prescribed by NASDAQ, our Board has affirmatively determined that each of the following directors is independent:  C. L. Craig, Jr., F. Ford Drummond, Joseph Ford, Frank Keating, Bill G. Lance, Dave R. Lopez, William Scott Martin, Tom H. McCasland III, Ronald J. Norick, Robin Roberson, Natalie Shirley, Michael K. Wallace, Gregory G. Wedel and G. Rainey Williams, Jr.  In addition, as prescribed by the NASDAQ Marketplace Rules, these independent directors have at least one scheduled meeting without management present.  See “Corporate Governance Principles and Board Matters —Independent Directors’ Committee.”

In determining independence, the Board reviews whether directors have any material relationship with the Company.  The Board considers all relevant facts and circumstances.  In assessing the materiality of a director’s relationship to the Company, the Board considers the issues from the director’s standpoint and from the perspective of the persons or organizations with which the director has an affiliation and is guided by the standards set forth below.  The Board reviews commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships.  An independent director must not have any material relationship with the Company, directly or as a partner, shareholder or officer of an organization that has a relationship with the Company, or any relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

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A director will not be considered independent in the following circumstances:

For these purposes, an “immediate family member” includes a director’s spouse, parents, children, siblings, mother-and father-in-law, sons-and daughters-in-law, brothers-and sisters-in-law, and anyone who shares the director’s home.

Director Nominees

Director Qualifications

The Independent Directors’ Committee has no specified Board membership criteria that apply to nominees recommended for a position on the Company’s Board.  However, members of the Board should have the highest professional and personal ethics and values, consistent with the Company’s longstanding values and standards.  They should also have broad experience at the policy-making level in business, government, education, technology or public service. In addition, directors should represent a diversity of viewpoints, backgrounds, experiences and other demographics. They should be committed to enhancing shareholder value and should have sufficient time to carry out their duties and to provide insight and practical wisdom based on experience.  The Independent Directors’ Committee believes that directors’ service on other boards of public companies should be limited to a number that permits them, given their individual circumstances, to perform responsibly all director duties.

Identifying and Evaluating Candidates for Directors

The Board Issues Committee assists the Independent Directors’ Committee in identifying director candidates. Candidates may come to the attention of the Board Issues Committee and the Independent Directors’ Committee through current Board members, shareholders or other persons. Identified candidates are evaluated at regular or special meetings of the Independent Directors’ Committee and may be considered at any point during the year. As described below, the Independent Directors’ Committee will consider properly submitted shareholder recommendations for candidates for the Board to be included in the Company’s proxy statement. In making its nominations, the Independent Directors’ Committee seeks to achieve a balance of knowledge, experience and capability on the Board.

Shareholder Recommendations

The policy of the Independent Directors’ Committee is to consider properly submitted shareholder recommendations of candidates for membership on the Board as described above under “Identifying and Evaluating Candidates for Directors.”  In evaluating any such recommendations, the Independent Directors’ Committee will consider the balance of knowledge, experience and capability on the Board and will address the membership criteria set forth above under “Director Qualifications.” Any shareholder recommendations proposed for consideration by the Independent Directors’ Committee should include the candidate’s name and qualifications for Board membership and should be addressed to the Secretary pursuant to the procedure described under the heading “Proposals for the 2019 Meeting of Shareholders.”

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Directors of BancFirst Corporation

The following information about each nominee for director to our Board, includes their business experience, director positions held currently or at any time during the last five years, and the experiences, qualifications, attributes or skills that caused the Independent Directors’ Committee and our Board to determine that each individual should serve as one of our directors. The following information is current as of April 5, 2019:

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15

16

17

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Board Structure and Committee Composition

As of the date of this proxy statement, our Board has 22 directors and the following five standing committees: (1) Executive Committee, (2) Audit Committee, (3) Compensation Committee, (4) Independent Directors’ Committee, and (5) Board Issues Committee. The committee membership and meetings during the last fiscal year and the function of each of the standing committees are described below.  During fiscal 2018, the Board held 12 meetings.  Each current director attended at least 75% of all Board and applicable standing committee meetings.  Directors are encouraged to attend annual meetings of the Company’s shareholders.  All then-current directors, with the exception of Frank Keating and Ronald J. Norick, attended the previous annual meeting of shareholders.

Board Leadership Structure and Risk Oversight

The Company’s senior leadership is shared between two positions — the Chief Executive Officer and the Executive Chairman of the Board. Separating these positions allows the Company’s Chief Executive Officer to focus on the Company’s day-to-day business, while allowing the Executive Chairman of the Board to lead the Company’s Board in its fundamental role of oversight of management.  The Company believes that, generally, the separated role of Executive Chairman and Chief Executive Officer provides an appropriate balance between leadership and independent oversight.  However, the Company’s bylaws do not require separation of the offices of Executive Chairman and Chief Executive Officer, and the Board believes this determination should be made in the Company’s best interests based on the circumstances at the time.  

In deciding which board leadership structure it believes will provide the most effective leadership and board oversight for the Company, the Board considers a range of factors. The factors include, but are not limited to: the Company’s operating and financial performance under the existing board leadership structure; recent or anticipated changes in the CEO role; and the effectiveness of current processes and structures for Board interaction with and oversight of management. The Board will continue to exercise its judgment periodically to determine the board leadership structure that it believes will provide appropriate leadership, direction and oversight, while facilitating the effective functioning of both the Board and management.

The Board is charged with general oversight of the management of the Company’s risks. The Board considers risks, as appropriate, among other factors in reviewing the Company’s strategy, business plan, budgets and major transactions. Each of the Board’s committees

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assists the Board in overseeing the management of the Company’s risks within the areas delegated to the committee. In particular, the Executive Committee assists the Board by reviewing reports from management on at least an annual basis on the risks facing the Company, management’s actions to address those risks and the Company’s risk management processes. Following its reviews of the reports, the Executive Committee reports the results of its reviews to the full Board. The Audit Committee assists the Board with oversight of operational and compliance risk by reviewing internal audit reports from the Company’s Chief Internal Auditor. The Compensation Committee oversees risks related to the Company’s compensation programs and policies and meets at least annually with the Executive Chairman to discuss such risks. The Senior Loan Committee of the Bank is responsible for the oversight of credit risk, on which it reports monthly to the Board. The Administrative Committee of the Bank assists the Board and executive management with the oversight of risks other than credit risk.

Executive Committee

The Executive Committee has the authority to exercise all the powers of the full Board during the intervals between Board meetings, except the power to amend the Bylaws and those powers specifically delegated to other committees of the Board.  Members of the Executive Committee in 2018 were Dennis L. Brand (Chairman), James R. Daniel, Roy C. Ferguson, K. Gordon Greer, David R. Harlow, David E. Rainbolt, H. E. Rainbolt and Darryl Schmidt.

Audit Committee

The Audit Committee of the Company also serves as the Audit Committee of the Bank.  The Audit Committee is responsible for conducting an annual examination of the Company and for ensuring that adequate internal controls and procedures are maintained.  An independent registered public accounting firm is engaged to conduct the annual examination and the Audit Committee meets with the independent registered public accounting firm to discuss the scope and results of the examination.  The Chief Internal Auditor and the Executive Vice President of Asset Quality report to the Audit Committee, and the Chief Risk Officer and Executive Vice President of Asset Quality meet with the Audit Committee representing management.

Members of the Audit Committee in 2018 were F. Ford Drummond, Joseph Ford, Robin Roberson and Gregory G. Wedel (Chairman).  The Board has determined that each such member of the Audit Committee was independent pursuant to applicable NASDAQ and SEC rules. The Board also determined that Mr. Wedel is an audit committee financial expert as defined by applicable SEC rules. The Audit Committee has a written Audit Committee Charter. The charter is not available on the Company’s website, but a copy was attached as Appendix A to the Proxy Statement for the Annual Meeting of Shareholders held May 24, 2018. A free printed copy also is available to any shareholder who requests it from the Secretary at the address on the cover of this Proxy Statement. The report of the Audit Committee is included herein under the heading “Audit Committee Report”.

Compensation Committee

The Compensation Committee of the Company determines the compensation of the Chief Executive Officers of BancFirst Corporation and BancFirst, and reviews and approves the compensation of the other executive officers of the Company. During 2018, the Compensation Committee was composed of F. Ford Drummond, Joseph Ford and G. Rainey Williams, Jr. (Chairman), each of whom has been determined by the Board to be independent directors under applicable NASDAQ and SEC standards. The report of the Compensation Committee is included herein under the heading “Compensation Committee Report”.  The Compensation Committee has a written charter. The charter is not available on the Company’s website, but a copy was attached as Appendix B to the Proxy Statement for the Annual Meeting of Shareholders held May 24, 2018. A free printed copy is available to any shareholder who requests it from the Secretary at the address on the cover of this Proxy Statement.

Independent Directors’ Committee

The Independent Directors’ Committee meets at least annually in executive session to discuss significant matters and review the actions of management of the Company, and serves as the Board’s nominating committee. The Independent Directors’ Committee consists of those directors who meet the applicable NASDAQ and SEC independence requirements, which during 2018 were C. L. Craig, Jr., F. Ford Drummond, Joseph Ford, Frank Keating, Bill G. Lance, Dave R. Lopez, William Scott Martin, Tom H. McCasland III, Ronald J. Norick, Robin Roberson, Natalie Shirley, Michael K. Wallace, Gregory G. Wedel and G. Rainey Williams, Jr. The Independent Directors’ Committee has a written charter. The charter is not available on the Company’s website, but a copy was attached as Appendix C to the Proxy Statement for the Annual Meeting of Shareholders held May 24, 2018. A free printed copy is available to any shareholder who requests it from the Secretary at the address on the cover of this Proxy Statement.

Executive sessions of the Independent Directors Committee are held at least once a year. The sessions are scheduled and chaired by the lead independent director, who in 2018 was G. Rainey Williams, Jr. Any independent director may request that an additional executive session be scheduled.

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Board Issues Committee

The Board Issues Committee is a committee that considers matters regarding membership, processes, education, and compensation of the Board. The Board Issues Committee makes recommendations regarding these matters to the Independent Directors Committee and the full Board for approval. During 2018 the members of the Board Issues Committee were David E. Rainbolt (Chairman), H.E. Rainbolt and G. Rainey Williams, Jr. (lead independent director). The Board Issues Committee met two times during 2018. The Board Issues Committee meets at least annually, but may meet more frequently as its members consider necessary.

In addition to the foregoing standing committees of the Board, the Bank has the following standing management committees:

Senior Loan Committee of the Bank

The Senior Loan Committee of the Bank is a management committee that assists the Board and executive management with the administration of corporate credit policies and procedures, and evaluates loans within its designated policy guidelines. During 2018 the members of the Senior Loan Committee were Dennis L. Brand, James R. Daniel, Roy C. Ferguson (Chairman), K. Gordon Greer, David R. Harlow, David E. Rainbolt, H.E. Rainbolt and Darryl Schmidt. The Senior Loan Committee generally met weekly during 2018.

Asset/Liability Committee of the Bank

The Asset/Liability Committee (ALCO) of the Bank is a management committee that administers the Bank’s corporate investment and asset/liability management policies and procedures, and manages the Bank’s liquidity, interest rate risk and market risk. During 2018, the members of the ALCO were Dennis L. Brand, Randy Foraker, David R. Harlow, Kevin Lawrence, Robert M. Neville, David E. Rainbolt (Chairman) and Darryl Schmidt. The ALCO generally meets monthly.

Administrative Committee of the Bank

The Administrative Committee of the Bank is a management committee that assists the Board and executive management with administration of corporate policies and procedures, oversight of risks other than credit risk, and with other matters concerning the management of the Bank’s business.  During 2018, the members of the Administrative Committee were Dennis L. Brand, Scott Copeland, James R. Daniel, Paul D. Fleming, Randy Foraker, Kelly Foster, D. Jay Hannah, David R. Harlow, Kevin Lawrence, Robert M. Neville, David E. Rainbolt (Chairman), Darryl Schmidt, Dara Wanzer, Jennifer Weast and David Westman. The Administrative Committee generally meets monthly.

Shareholder Communications with the Board

Shareholders and other interested parties may communicate with one (1) or more members of the Board in writing by regular mail. The following address may be used by those who wish to send such communications:

Board of Directors

c/o Secretary

BancFirst Corporation

101 N. Broadway

Oklahoma City, Oklahoma 73102

Such communication should be clearly marked “Shareholder-Board Communication.Communication.” The communication must indicate whether it is meant to be distributed to the entire Board or to specific members of the Board and must state the number of shares of common stock beneficially ownedowned by the shareholder making the communication. The Secretary has the authority to disregard any inappropriate communications.  If deemed an appropriate communication, the Secretary will submit the correspondence to the Executive Chairman of the Board or to any specific director to whom the correspondence is directed.

COMPENSATION COMMITTEE REPORT6

The Compensation CommitteeSTOCK OWNERSHIP

Certain Beneficial Owners

Unless otherwise indicated, the following table sets forth information as of October 30, 2020, with respect to any person who is known by the Company to be the beneficial owner of more than 5% of the Board evaluatesCompany’s common stock, which is the Company’s only class of voting securities.

Because of his position with the Company and recommendshis equity ownership therein, David E. Rainbolt may be deemed to the Board, the compensationbe a “parent” of the Chief Executive Officers of BancFirst Corporation and BancFirst, considering any performance factors, market compensation information and management recommendations that it deems appropriate. The Compensation Committee also reviews and approves, at least annually, the compensationCompany for purposes of the otherSecurities Act of 1933.

Directors and Management

As of October 30, 2020, the directors and executive officers of the Company. In connection with these duties,Company as a group (0 persons, including certain executive officers of BancFirst and Pegasus Bank), beneficially owned 0 shares of the Compensation Committee meetsCompany’s common stock (0% of the total shares outstanding at least annually withthat date), excluding 0 shares represented by options exercisable within 60 days. It is the Executive Chairman to discuss, review and evaluateintent of the relationship between our risk management policies and practicesdirectors and executive compensation arrangements. This meeting includes a reviewofficers to vote these shares (i) FOR the amendment and restatement of the structure and componentsBancFirst Corporation Stock Option Plan.

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The following table sets forth as of our compensation arrangements,October 30, 2020, the material potential sourcesnumber of risk in our business lines and compensation arrangements and our various policies and practices that mitigate these risks. Within this framework, a varietyshares of topics are discussed, including the parameters of

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acceptable and excessive risk taking (recognizing that some risk taking is an inherent part of operating any business) and the general business goals and concernscommon stock owned by (i) each director of the Company, including the need to attract, retain(ii) each named executive officer, and motivate qualified executives(iii) all directors and other personnel.

The Compensation Committee believes that our overall compensation practices for our executive officers which include the following elements, limit the ability of executive officers to benefit from taking unnecessary or excessive risks:

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis included in this proxy statement under the heading “Executive Compensation”. Based on this review and discussion, the Compensation Committee has recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into our Annual Report on Form 10−K for the year ended December 31, 2018.

Submitted by the Compensation Committee of the Board of Directors:

G. Rainey Williams, Jr. (Chairman)

F. Ford Drummond

Joseph Ford

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Messrs. Drummond, Ford and Williams currently serve on the Compensation Committee.  None of these individuals is or has been an officer or associate of the Company or had any relationshipas a group, together with the Company requiredpercentage of outstanding common stock owned by each. The number of shares of common stock outstanding for each listed person includes any shares the individual has the right to be disclosed under “Transactions with Related Persons.”  No executive officeracquire within 60 days after October 30, 2020. For purposes of the Company is,calculating each person’s or was during 2018, a member of the board of directorsgroup’s percentage ownership, stock options exercisable within 60 days are included for that person or compensation committee (or other committee serving an equivalent function) of another company that has, or had during 2018 an executive officer serving as a member of our Board or Compensation Committee.

AUDIT COMMITTEE REPORT

The following report isgroup, but not for the Audit Committee’s activities regarding oversightstock ownership of the Company’s financial reporting and auditing process for fiscal year 2018.any other person or group.

Members of the Audit Committee in 2018 were F. Ford Drummond, Joseph Ford, Robin Roberson and Gregory G. Wedel (Chairman). All of the Audit Committee members are “independent directors” as defined in the Marketplace Rules of The NASDAQ Global Market. Mr. Wedel has been designated as the audit committee financial expert by the Board. The Board has adopted an Audit Committee Charter, a copy of which was included as Appendix A to the Proxy Statement for the Annual Meeting of Shareholders held May 24, 2018. The composition of the Audit Committee, the attributes of its members and the responsibilities of the Audit Committee, as reflected in its charter, are intended to be in accordance with applicable requirements for corporate audit committees.

As described more fully in its charter, the purpose of the Audit Committee is to assist the Board in its general oversight of the Company’s financial reporting, internal control and audit functions. Management is responsible for the preparation, presentation and integrity of the Company’s financial statements, accounting and financial reporting principles, internal controls and procedures designed to ensure compliance with accounting standards, applicable laws and regulations. The Company’s independent registered public accounting firm is responsible for expressing an opinion on the conformity of the Company’s audited financial statements to generally accepted accounting principles.

The Audit Committee is not intended to duplicate or to certify the activities of management and the independent registered public accounting firm, nor can the Audit Committee certify that the independent registered public accounting firm is “independent” under applicable rules. The Audit Committee serves a board-level oversight role, in which it provides advice, counsel and direction to management and the independent registered public accounting firm on the basis of the information it receives, discussions with management and the auditor, and the experience of the Audit Committee’s members in business, financial and accounting matters.

Among other matters, the Audit Committee monitors the activities and performance of the Company’s internal auditors and independent registered public accounting firm, including the audit scope, external audit fees, auditor independence matters and the extent to which

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the independent registered public accounting firm may be retained to perform non-audit services. The Audit Committee and the Board have ultimate authority and responsibility to select, evaluate and, when appropriate, replace the Company’s independent registered public accounting firm. The Audit Committee also reviews the results of the internal and external audit work with regard to the adequacy and appropriateness of the Company’s financial, accounting and internal controls.  Management’s and the independent registered public accounting firm’s presentations to, and discussions with, the Audit Committee also cover various topics and events that may have significant financial impact or are the subject of discussions between management and the independent registered public accounting firm.  In addition, the Audit Committee generally oversees the Company’s internal compliance programs.

The Audit Committee has reviewed and discussed the consolidated financial statements with management and the independent registered public accounting firm.  Management represented to the Audit Committee that the Company’s consolidated financial statements were prepared in accordance with generally accepted accounting principles, and the independent registered public accounting firm represented that its presentations to the Audit Committee included the matters required to be discussed with the independent registered public accounting firm by Public Company Accounting Oversight Board’s Auditing Standard No. 16 (Communications with Audit Committees).

The Company’s independent registered public accounting firm also provided the Audit Committee with a formal written statement describing all relationships between the Company and the auditors that might bear on the auditors’ independence consistent with Public Company Accounting Oversight Board Rule 3526, “Communication with Audit Committees Concerning Independence.” The Audit Committee discussed with the auditors any relationships that may have an impact on their objectivity and independence and satisfied itself as to the auditors’ independence.

Following the Audit Committee’s discussions with management and the independent registered public accounting firm, the Audit Committee recommended that the Board of Directors include the audited consolidated financial statements in the Company’s annual report on Form 10-K for the year ended December 31, 2018.

Submitted by the Audit Committee of the Board of Directors:

Gregory G. Wedel (Chairman)

F. Ford Drummond

Joseph Ford

* Percent of class is less than 1%