BANCFIRST CORPORATION (NASDAQ:BANF) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 (d) Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangement of Certain Officers.
On June 22, 2017 the board of directors of the Company appointed
Mrs. Robin Smith as a director. Mrs. Smith accepted the position
effective immediately. Her term will expire at the annual meeting
of shareholders in May 2018 at which time she will stand for
re-election. Mrs. Smith is the co-founder and CEO of WeGoLook, an
on-demand field inspection and verification service founded in
2009. Currently, Smith serves on the board of Creative Oklahoma,
is a member of the Women Presidents Organization, and SVP of
Crawford and Company.
There are no arrangements or understandings between Mrs. Smith
and any other persons to which she was selected as director and
there are no transactions between the Company and Mrs. Smith that
would require disclosure under Item 404(a) of Regulation S-K.
On June 22, 2017 the board of directors of the Company appointed
Mr. Joseph Ford as a director. Mr. Ford accepted the position
effective immediately. His term will expire at the annual meeting
of shareholders in May 2018 at which time he will stand for
re-election. Mr. Ford is the President of Shawnee Milling Company
in Shawnee Oklahoma. He received his bachelors degree in business
administration from the University of Oklahoma and earned his
masters degree in marketing from Southern Methodist University.
Mr. Ford serves on the board of the United Way of Shawnee, OK.
There are no arrangements or understandings between Mr. Ford and
any other persons to which he was selected as director and there
are no transactions between the Company and Mr. Ford that would
require disclosure under Item 404(a) of Regulation S-K.
Mrs. Smith and Mr. Ford will serve on the Independent Directors
Committee and will participate in the Companys outside director
fee schedule as follows.
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A retainer of $1,500 per quarter for serving on the Companys Board of Directors. |
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A retainer of $1,500 per month for serving on the Banks Board of Directors. |
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A grant of 10,000 options at the time of attending their first meeting of the Board of Directors. |
The option grant is provided under the BancFirst Corporation
Non-Employee Directors Stock Option Plan and is exercisable at
the rate of 25% per year beginning one year from the date of
grant. If a director is terminated for cause, all options will be
forfeited immediately. If a director ceases to be a 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 (or 12 months in the case of
termination on account of death).
Non-employee directors can elect to defer all or any portion of
their cash compensation through the BancFirst Corporation
Directors Deferred Stock Compensation Plan. Under the plan,
directors of the Company may defer up to 100% of their Board
fees. They are credited for each deferral with a number of stock
units based on the current market price of the Companys stock,
which accumulate in an account until such time as the director
terminates service as a Board member. Shares of our common stock
are then distributed to the terminating director based upon the
number of stock units accumulated in his or her account. Because
stock units are not actual shares of our common stock, they do
not have any voting rights.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| EXHIBIT NO. | DESCRIPTION OF EXHIBIT |
| 99.1 |
Press Release, dated June 27, 2017, issued by BancFirst Corporation titled BancFirst Names Two New Board Members. |
BANCFIRST CORP /OK/ ExhibitEX-99.1 2 v469876_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE June 27,…To view the full exhibit click here About BANCFIRST CORPORATION (NASDAQ:BANF)
BancFirst Corporation is a financial holding company. The Company conducts its operating activities through its principal subsidiary, BancFirst (the Bank), a state-chartered bank. It has four business units, which include metropolitan banks, community banks, other financial services, and executive, operations and support. The metropolitan and community banks offer traditional banking products, such as commercial and retail lending, and a line of deposit accounts. The metropolitan banks consist of banking locations in the metropolitan Oklahoma City and Tulsa areas. The community banks consist of banking locations in communities throughout Oklahoma. Its other financial services are specialty product business units, including guaranteed small business lending, residential mortgage lending, trust services, securities brokerage, electronic banking and insurance. The executive, operations and support groups represent executive management, operational support and corporate functions.