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): March 23, 2023 |
BancFirst Corporation
(Exact name of Registrant as Specified in Its Charter)
Oklahoma | 0-14384 | 73-1221379 | ||
(State or Other Jurisdiction | (Commission File Number) | (IRS Employer | ||
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100 N. Broadway Ave. |
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Oklahoma City, Oklahoma |
| 73102-8405 | ||
(Address of Principal Executive Offices) |
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Registrant’s Telephone Number, Including Area Code: 405 270-1086 |
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(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:
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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. ☐
Item 5.03 Amendments to Articles of Incorporation or Bylaws.
BancFirst Corporation Amends its Bylaws
On March 23, 2023, the Board of BancFirst Corporation approved an amendment to the Company's Bylaws to provide that the vote required for contested elections of directors be based upon a plurality of the shares voting on the election.
Item 8.01 Other Events.
On March 23, 2023, the Board of BancFirst Corporation approved a Restriced Stock Unit Plan, (the "Plan"). The Plan was established to create incentives which are designed to motivate participants to put forth maximum effort toward the success and growth of the Company and to enable the Company and its subsidiaries to attract and retain experienced individuals who by their position, ability and diligence are able to make important contributions to the Company’s success. Toward these objectives, the Plan provides for the grant of RSUs to Eligible Employees and Eligibe Directors, subject to the conditions set forth in the Plan. The Plan will be presented for approval at the annual shareholders meeting on May 25, 2023. The Company intends to terminate the current stock option plans when the Plan becomes effective.
Item 9.01 Financial Statements and Exhibits.
(d) | Exhibits |
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Exhibit No. | Description |
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3.1 | |
10.1 | |
10.2 | BancFirst Corporation Employee Restricted Stock Unit Agreement |
10.3 | BancFirst Corporation Director Restricted Stock Unit Agreement |
104 | Cover Page Interactive Data File (embedded within the inline XBRL document). |
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.
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| BANCFIRST CORPORATION |
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Date: | March 23, 2023 | By: | /s/ Kevin Lawrence |
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| Kevin Lawrence |