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, 2019
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) | (I.R.S. Employer
Identification No.) |
| | | |
| 101 North Broadway, Oklahoma City, Oklahoma | 73102 |
| (Address of principal executive offices) | (Zip Code) |
| Registrant’s telephone number, including area code | (405) 270-1086 |
N/A |
| (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 (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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. ¨
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 System |
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
| (a) | On May 23, 2019, BancFirst Corporation (the “Company”) held its annual meeting of shareholders. As of the record date on April 5, 2019, the total number of shares of common stock outstanding and entitled to vote at the annual meeting was 32,617,788, of which 30,423,905 shares were represented at the meeting in person or by proxy. The purpose of the annual meeting was to vote on five proposals: (i) to elect the 21 directors nominated by our board; and (ii) to amend the BancFirst Corporation Stock Option Plan to increase the number of shares of common stock authorized to be granted to 350,000 shares and to extend the term of the plan from December 31, 2019 to December 31, 2024; (iii) to amend the BancFirst Corporation Non-Employee Directors’ Stock Option Plan to increase the 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; (iv) to amend the BancFirst Corporation Directors’ Deferred Stock Compensation Plan to increase the number of shares of common stock authorized to be granted to 40,000 shares and to extend the term of the plan from December 31, 2019 to December 31, 2024; and (v) to ratify BKD, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019. Each of the foregoing proposals was set forth and described in the Notice of Annual Meeting and Proxy Statement of the Company dated April 10, 2019. At the meeting, the shareholders elected all 21 directors; amended the BancFirst Corporation Stock Option Plan; amended the BancFirst Corporation Non-Employee Directors’ Stock Option Plan; amended the BancFirst Corporation Directors’ Deferred Stock Compensation Plan; and ratified our independent auditors. |
| (b) | 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 | | Withheld | | Broker Non-Votes |
| Dennis L. Brand | | 28,756,138 | | 196,210 | | | 1,471,557 |
| C.L. Craig, Jr. | | 28,356,882 | | 595,466 | | | 1,471,557 |
| F. Ford Drummond | | 28,262,978 | | 689,370 | | | 1,471,557 |
| Joseph Ford | | 28,228,601 | | 723,747 | | | 1,471,557 |
| David R. Harlow | | 28,877,054 | | 75,294 | | | 1,471,557 |
| William O. Johnstone | | 28,761,907 | | 190,441 | | | 1,471,557 |
| Frank Keating | | 28,332,631 | | 619,717 | | | 1,471,557 |
| Bill G. Lance | | 28,921,128 | | 31,220 | | | 1,471,557 |
| Dave R. Lopez | | 28,345,333 | | 607,015 | | | 1,471,557 |
| William Scott Martin | | 28,267,020 | | 685,328 | | | 1,471,557 |
| Tom H. McCasland, III | | 28,361,066 | | 591,282 | | | 1,471,557 |
| Ronald J. Norick | | 28,359,364 | | 592,984 | | | 1,471,557 |
| David E. Rainbolt | | 28,866,638 | | 85,710 | | | 1,471,557 |
| H.E. Rainbolt | | 28,879,148 | | 73,200 | | | 1,471,557 |
| Robin Roberson | | 28,230,210 | | 722,138 | | | 1,471,557 |
| Michael S. Samis | | 28,848,270 | | 104,078 | | | 1,471,557 |
| Darryl Schmidt | | 28,757,935 | | 194,413 | | | 1,471,557 |
| Natalie Shirley | | 28,385,157 | | 567,191 | | | 1,471,557 |
| Michael K. Wallace | | 28,353,495 | | 598,853 | | | 1,471,557 |
| Gregory G. Wedel | | 28,232,791 | | 719,557 | | | 1,471,557 |
| G. Rainey Williams, Jr. | | 28,293,355 | | 658,993 | | | 1,471,557 |
| Proposal No. 2- To Amend the | | For | | Against | | Abstained | | Broker Non-Votes |
| BancFirst Corporation Stock Option Plan | | 28,641,962 | | 125,086 | | 185,300 | | 1,471,557 |
| | | | | | | | | |
Proposal No. 3- To Amend the | | For | | Against | | Abstained | | Broker Non-Votes |
| BancFirst Corporation Non-Employee Directors’ Stock Option Plan | | 28,592,403 | | 237,911 | | 122,034 | | 1,471,557 |
| | | | | | | | | |
| Proposal No. 4- To Amend the | | For | | Against | | Abstained | | Broker Non-Votes |
| BancFirst Corporation Directors’ Deferred Stock Compensation Plan | | 28,717,792 | | 107,767 | | 126,789 | | 1,471,557 |
| | | | | | | | | |
Proposal No. 5- To Ratify | | For | | Against | | Abstained | | Broker Non-Votes |
| the Independent Registered Public Accounting Firm | | 30,399,762 | | 8,384 | | 15,759 | | - |
| 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, 2019, BancFirst Corporation’s Board of Directors declared a $0.30 per share cash dividend on its common stock. The dividend is payable July 15, 2019, to shareholders of record on June 28, 2019. 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, 2019, to shareholders of record on June 28, 2019.
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 hereunto duly authorized.
| | BANCFIRST CORPORATION | |
| | (Registrant) | |
| | | |
| Date:May 23, 2019 | /s/Kevin Lawrence | |
| | Kevin Lawrence | |
| | Executive Vice President | |
| | Chief Financial Officer | |
| | (Principal Financial Officer) | |
