BANCFIRST CORPORATION (NASDAQ:BANF) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07. Submission of Matters to a Vote of Security Holders.
| (a) |
On May 25, 2017, BancFirst Corporation (the Company) held its annual meeting of shareholders. As of the record date on April 7, 2017, the total number of shares of common stock outstanding and entitled to vote at the annual meeting was 15,891,276, of which 14,198,143 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 19 directors nominated by our board; (ii) to amend our certificate of incorporation to increase the authorized shares of common stock to 40,000,000 shares; (iii) to ratify BKD, LLP as our independent registered public accounting firm; (iv) to consider an advisory vote to approve the compensation of named executive officers; and (v) to consider an advisory vote on the frequency of advisory votes to approve the compensation of named executive officers. Each of the foregoing proposals was set forth and described in the Notice of Annual Meeting and Proxy Statement of the Company dated April 14, 2017. At the meeting, the shareholders elected all 19 directors; amended our certificate of incorporation; ratified our independent auditors; approved the advisory vote on the compensation of named executive officers; and selected three years as the frequency of holding the advisory vote on compensation of named executive officers. |
| (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 | 13,355,433 | 272,338 | 570,372 | |||||||||
| C.L. Craig, Jr. | 13,572,830 | 54,941 | 570,372 | |||||||||
| William H. Crawford | 13,286,735 | 341,036 | 570,372 | |||||||||
| James R. Daniel | 13,354,849 | 272,922 | 570,372 | |||||||||
| F. Ford Drummond | 13,582,986 | 44,785 | 570,372 | |||||||||
| David R. Harlow | 13,355,683 | 272,088 | 570,372 | |||||||||
| William O. Johnstone | 13,355,683 | 272,088 | 570,372 | |||||||||
| Frank Keating | 13,563,294 | 64,477 | 570,372 | |||||||||
| Dave R. Lopez | 13,567,309 | 60,462 | 570,372 | |||||||||
| Tom H. McCasland, III | 13,579,334 | 48,437 | 570,372 | |||||||||
| Ronald J. Norick | 13,573,933 | 53,838 | 570,372 | |||||||||
| David E. Rainbolt | 13,341,304 | 286,467 | 570,372 | |||||||||
| H.E. Rainbolt | 13,272,303 | 355,468 | 570,372 | |||||||||
| Michael S. Samis | 13,243,706 | 384,065 | 570,372 | |||||||||
| Darryl Schmidt | 13,355,677 | 272,094 | 570,372 | |||||||||
| Natalie Shirley | 13,581,328 | 46,443 | 570,372 | |||||||||
| Michael K. Wallace | 13,577,512 | 50,259 | 570,372 | |||||||||
| Gregory G. Wedel | 13,569,088 | 58,683 | 570,372 | |||||||||
| G. Rainey Williams, Jr. | 13,552,809 | 74,962 | 570,372 | |||||||||
| Proposal No. 2– To Amend our | For | Against | Abstained | Broker Non-Votes | ||||
| Certificate of Incorporation | 13,584,094 | 391,298 | 222,751 | – |
| Proposal No. 3– Ratify Independent | For | Against | Abstained | Broker Non-Votes | ||||
| Registered Public Accounting Firm | 14,168,789 | 4,591 | 24,763 | – |
| Proposal No. 4– Approval of the | For | Against | Abstained | Broker Non-Votes | ||||
|
advisory vote on the compensation of named executive officers. |
13,528,315 | 12,531 | 86,925 | 570,372 |
| Proposal No. 5– Approval of the |
3 Years |
2 Years |
1 Year |
Abstained | Broker Non-Votes | |||||
|
frequency of holding the advisory vote on compensation of named executive officers. |
8,594,699 | 69,634 | 4,743,979 | 219,459 | 570,372 |
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 25, 2017, BancFirst Corporations Board of Directors
declared a $0.38 per share cash dividend on its common stock. The
dividend is payable July 14, 2017, to shareholders of record on
June 30, 2017. 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 14, 2017, to shareholders of record on June 30,
2017.
Item 5.02. Departure of Directors or Certain Officer;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On May 25, 2017, the Board of Directors of BancFirst Corporation
(the Company) appointed David Harlow, age 54, as the new Chief
Executive Officer and principal executive officer. He joined the
Company in 1999 as Executive Vice President and Manager of
Commercial Banking for BancFirst Oklahoma City. In 2003 he was
named President of BancFirst Oklahoma City and in 2004 Regional
Executive. He has been a director of BancFirst since 2014. Mr.
Harlow does not have any family relationships within the Company
and he does not have any related party transactions subject to
disclosure under Item 404(a) of Regulation S-K.
Mr. Harlow replaced David E. Rainbolt as Chief Executive Officer
and principal executive officer of the Company. Mr. Rainbolt will
continue to serve as Executive Chairman of the Company.
Mr. Harlow will receive a base salary increase of 13.81% for
assuming the position of Chief Executive Officer. His other
compensation, including bonus, stock options and Supplemental
Executive Retirement will not change at this time.
Also on May 25, 2017, the Board of Directors of BancFirst, the
Companys subsidiary bank, appointed Darryl Schmidt, age 54, as
the new President and Chief Executive Officer of BancFirst. He
joined the Company in 2002 as Executive Vice President and Chief
Credit Officer. In 2007 he was appointed Director of Community
Banking. He has been a director of BancFirst since 2002. Mr.
Schmidt does not have any family relationships within the Company
and he does not have any related party transactions subject to
disclosure under Item 404(a) of Regulation S-K.
Mr. Schmidt replaced Dennis L. Brand as President and Chief
Executive Officer of BancFirst. Mr. Brand will continue as
Chairman of the Executive Committee of the Company.
Mr. Schmidt will receive a base salary increase of 13.81% for
assuming the position of President and Chief Executive Officer.
His other compensation, including bonus, stock options and
Supplemental Executive Retirement will not change at this time.
Mr. Harlow and Mr. Schmidt are both named executive officers in
the Companys 2017 proxy statement filed with the Securities and
Exchange Commission on April 14, 2017.
Item 9.01. Financial Statements and Exhibits.
| (c) | Exhibits. |
| Exhibit No. | Description |
| 99.1 |
Press Release, dated May 25, 2017, issued by BancFirst Corporation titled BancFirst announces management succession plan. |
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. BANCFIRST CORPORATION (NASDAQ:BANF) Recent Trading Information
BANCFIRST CORPORATION (NASDAQ:BANF) closed its last trading session down -0.60 at 94.85 with 31,704 shares trading hands.