Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 2, 2023

Commission File No. 001-37811

BOK FINANCIAL CORP ET AL

(Exact name of registrant as specified in its charter)


Oklahoma		73-1373454
(State or other jurisdiction of Incorporation or Organization)		(IRS Employer Identification No.)

Bank of Oklahoma Tower
Boston Avenue at Second Street
Tulsa,	Oklahoma	74192
(Address of Principal Executive Offices)		(Zip Code)

(918) 588-6000

(Registrant’s telephone number, including area code)

N/A

___________________________________________

(Former name or former address, if changes 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)).

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. ¨

INFORMATION TO BE INCLUDED IN THE REPORT

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

(a)On May 2, 2023, BOK Financial Corporation (“BOKF”) held its annual meeting of shareholders.

(b)The matters voted upon at the annual meeting, and 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:


1. Election of Directors	For	Against/Withheld		Abstain	Non-Vote
Alan S. Armstrong	55,816,499	3,326,904		—	3,163,586
Steven Bangert	52,341,732	6,801,671		—	3,163,586
Chester E. Cadieux, III	45,696,337	13,447,066		—	3,163,586
John W. Coffey	52,369,045	6,774,358		—	3,163,586
Joseph W. Craft, III	55,723,818	3,419,585		—	3,163,586
David F. Griffin	55,090,071	4,053,332		—	3,163,586
V. Burns Hargis	55,735,153	3,408,250		—	3,163,586
Douglas D. Hawthorne	52,323,095	6,820,308		—	3,163,586
Kimberley D. Henry	55,840,968	3,302,435		—	3,163,586
E. Carey Joullian, IV	51,555,294	7,588,109		—	3,163,586
George B. Kaiser	49,911,008	9,232,395		—	3,163,586
Stacy C. Kymes	52,438,980	6,704,423		—	3,163,586
Stanley A. Lybarger	49,674,626	9,468,777		—	3,163,586
Steven J. Malcolm	55,059,029	4,084,374		—	3,163,586
E.C. Richards	55,751,163	3,392,240		—	3,163,586
Claudia San Pedro	55,913,369	3,230,034		—	3,163,586
Peggy I. Simmons	52,369,459	6,773,944		—	3,163,586
Michael C. Turpen	55,734,680	3,408,723		—	3,163,586
Rose M. Washington	55,942,430	3,200,973		—	3,163,586
2. Ratification of Ernst & Young LLP as Auditor for Fiscal Year Ending December 31, 2023	61,619,193	684,687		3,109	—

3. Advisory vote to approve the compensation of named executive officers	58,875,404	224,174		43,825	3,163,586

4. Advisory vote to approve frequency of advisory vote to approve the compensation of named executive officers	1 year	2 years	3 years	Abstain	—
	57,393,090	11,638	1,716,725	21,950
	For	Against/Withheld		Abstain	Non-Vote
5. Amendment to the 2009 Omnibus Incentive Plan	58,204,258	840,948		98,197	3,163,586

(c)In accordance with the results of the advisory vote on the frequency of shareholder votes on executive compensation, the Board of Directors of BOKF has determined that an advisory vote to approve the compensation of the named executive officers of BOKF will be conducted annually.

ITEM 9.01. Financial Statements and Exhibits.

(a)Exhibits

104 Interactive Data Files.

Signature

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.

BOK FINANCIAL CORPORATION

By: /s/ Martin E. Grunst

Martin E. Grunst

Executive Vice President

Chief Financial Officer

Date: May 5, 2023

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