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 22, 2014
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))

 

 

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

(a)

On May 22, 2014, BancFirst Corporation (the “Company”) held its annual meeting of shareholders. As of the record date on April 9, 2014, the total number of shares of common stock outstanding and entitled to vote at the annual meeting was 15,363,728, of which 14,625,017 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 the BancFirst Corporation Stock Option Plan to extend the term of the plan from December 31, 2014 to December 31, 2019; (iii) to amend the BancFirst Corporation Non-Employee Directors’ Stock Option Plan to increase the number of shares of common stock that may be issued under the plan by 25,000 shares and to extend the term of the plan from December 31, 2014 to December 31, 2019; (iv) to amend the BancFirst Corporation Directors’ Deferred Stock Compensation Plan to extend the term of the plan from December 31, 2014 to December 31, 2019; and (v) to ratify BKD, LLP as our independent registered public accounting firm. Each of the foregoing proposals was set forth and described in the Notice of Annual Meeting and Proxy Statement of the Company dated April 21, 2014. At the meeting, the shareholders elected all 19 directors, amended all three stock plans 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 Brand			12,170,799				448,766				794,538
C.L. Craig, Jr.			11,802,641				816,924				794,538
William H. Crawford			12,005.908				613,657				794,538
James R. Daniel			12,170,548				449,017				794,538
F. Ford Drummond			12,383,682				235,883				794,538
K. Gordon Greer			12,169,820				449,745				794,538
Dr. Donald B. Halverstadt			11,878,441				741,124				794,538
William O. Johnstone			12,167,128				452,437				794,538
Dave R. Lopez			10,121,361				2,498,204				794,538
J. Ralph McCalmont			11,962,086				657,479				794,538
Tom H. McCasland, III			12,382,152				237,413				794,538
Ronald Norick			12,304,299				315,266				794,538
Paul B. Odom, Jr.			12,305,273				314,292				794,538
David E. Rainbolt			12,283,841				335,724				794,538
H.E. Rainbolt			12,169,210				450,355				794,538
Michael S. Samis			12,003,956				615,609				794,538
Natalie Shirley			12,375,200				244,365				794,538
Michael K. Wallace			12,028,037				591,528				794,538
G. Rainey Williams, Jr.			11,803,658				815,907				794,538
Proposal No. 2- Amend BancFirst Corporation Stock Option Plan			For				Against				Abstained				Broker Non-Votes
			9,304,620				3,188,763				126,182				794,538
Proposal No. 3- Amend BancFirst Corporation Non-Employee Directors’ Stock Option Plan			For				Against				Abstained				Broker Non-Votes
			10,017,830				2,479,123				122,612				794,538
Proposal No. 4- Amend BancFirst Corporation Directors’ Deferred Stock Compensation Plan			For				Against				Abstained				Broker Non-Votes
			12,438,974				59,139				121,452				794,538
Proposal No. 5- Ratify Independent Registered Public Accounting Firm			For				Against				Abstained				Broker Non-Votes
			13,294,272				6,545				113,286				-
Proposal No. 6- Advisory Vote to Approve Compensation of Named Executive Officers			For				Against				Abstained				Broker Non-Votes
			12,235,825				245,528				138,212				794,538

 

 

 

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 22, 2014, BancFirst Corporation’s Board of Directors declared a $0.31 per share cash dividend on its common stock. The dividend is payable July 15, 2014, to shareholders of record on June 30, 2014. 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, 2014, to shareholders of record on June 30, 2014.

 

 

 

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 28, 2014	By:	/s/ Randy Foraker
		Randy Foraker Executive Vice President Interim Chief Financial Officer (Principal Financial and Accounting Officer)