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 26, 2016

 

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

 

(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 26, 2016, BancFirst Corporation (the “Company”) held its annual meeting of shareholders. As of the record date on April 8, 2016, the total number of shares of common stock outstanding and entitled to vote at the annual meeting was 15,533,103, of which 13,786,730 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 increase the number of shares of common stock that may be issued under the plan by 200,000 shares; (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 30,000 shares; (iv) to amend the BancFirst Corporation Directors’ Deferred Stock Compensation Plan to increase the number of shares of common stock that may be issued under the plan by 20,000 shares; 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 14, 2016. At the meeting, the shareholders elected all 19 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		12,956,433		120,953		709,344
C.L. Craig, Jr.		12,889,661		187,725		709,344
William H. Crawford		12,923,834		153,552		709,344
James R. Daniel		12,926,652		150,734		709,344
F. Ford Drummond		9,465,817		3,611,569		709,344
William O. Johnstone		12,939,975		137,411		709,344
Frank Keating		13,043,449		33,937		709,344
Dave R. Lopez		13,006,324		71,062		709,344
J. Ralph McCalmont		12,876,974		200,412		709,344
Tom H. McCasland, III		13,002,646		74,740		709,344
Ronald J. Norick		9,435,972		3,641,414		709,344
Paul B. Odom, Jr.		12,877,094		200,292		709,344
David E. Rainbolt		12,970,848		106,538		709,344
H.E. Rainbolt		12,947,091		130,295		709,344
Michael S. Samis		10,387,867		2,689,519		709,344
Natalie Shirley		13,016,523		60,863		709,344
Michael K. Wallace		13,010,211		67,175		709,344
Gregory G. Wedel		13,018,928		58,458		709,344
G. Rainey Williams, Jr.		13,016,018		61,368		709,344

 

Proposal No. 2- To Amend the		For		Against		Abstained		Broker Non-Votes
BancFirst Corporation Stock Option Plan		12,783,788		213,633		79,965		709,344
Proposal No. 3- To Amend the		For		Against		Abstained		Broker Non-Votes
BancFirst Corporation Non-Employee Directors’ Stock Option Plan		12,763,101		230,633		83,652		709,344
Proposal No. 4- To Amend the		For		Against		Abstained		Broker Non-Votes
BancFirst Corporation Directors’ Deferred Stock Compensation Plan		12,911,594		101,743		64,049		709,344
Proposal No. 5- Ratify Independent		For		Against		Abstained		Broker Non-Votes
Registered Public Accounting Firm		13,771,858		5,058		9,814		-

  

 

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 26, 2016, BancFirst Corporation’s Board of Directors declared a $0.36 per share cash dividend on its common stock. The dividend is payable July 15, 2016, to shareholders of record on June 30, 2016. 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, 2016, to shareholders of record on June 30, 2016.

 

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 27, 2016	/s/ Kevin Lawrence
	Kevin Lawrence
	Executive Vice President
	Chief Financial Officer
	(Principal Financial Officer)