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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): March 23, 2023

 

 

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)

(IRS Employer
Identification No.)

 

 

 

 

 

100 N. Broadway Ave.

 

Oklahoma City, Oklahoma

 

73102-8405

(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:

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))

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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.

 

 


Item 5.03 Amendments to Articles of Incorporation or Bylaws.

BancFirst Corporation Amends its Bylaws

 

On March 23, 2023, the Board of BancFirst Corporation approved an amendment to the Company's Bylaws to provide that the vote required for contested elections of directors be based upon a plurality of the shares voting on the election.

Item 8.01 Other Events.

On March 23, 2023, the Board of BancFirst Corporation approved a Restriced Stock Unit Plan, (the "Plan"). The Plan was established to create incentives which are designed to motivate participants to put forth maximum effort toward the success and growth of the Company and to enable the Company and its subsidiaries to attract and retain experienced individuals who by their position, ability and diligence are able to make important contributions to the Company’s success. Toward these objectives, the Plan provides for the grant of RSUs to Eligible Employees and Eligibe Directors, subject to the conditions set forth in the Plan. The Plan will be presented for approval at the annual shareholders meeting on May 25, 2023. The Company intends to terminate the current stock option plans when the Plan becomes effective.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

 

 

Exhibit No.

Description

 

 

3.1

Amendmet to Bylaws.

10.1

BancFirst Corporation 2023 Restricted Stock Unit Plan

10.2

BancFirst Corporation Employee Restricted Stock Unit Agreement

10.3

BancFirst Corporation Director Restricted Stock Unit Agreement

104

Cover Page Interactive Data File (embedded within the inline XBRL document).

 

 


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 thereunto duly authorized.

 

 

 

BANCFIRST CORPORATION

 

 

 

 

Date:

March 23, 2023

By:

/s/ Kevin Lawrence

 

 

 

Kevin Lawrence
Executive Vice President
Chief Financial Officer

 


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