Washington, D.C. 20549





Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



Date of Report (Date of earliest event reported): May 24, 2018



(Exact name of registrant as specified in its charter)


OKLAHOMA 0-14384 73-1221379
(State or other jurisdiction
of incorporation)
File Number)
(I.R.S. Employer
Identification No.)
101 North Broadway, Oklahoma City, Oklahoma


(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))


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


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


(a)On May 24, 2018, BancFirst Corporation (the “Company”) held its annual meeting of shareholders. As of the record date on April 6, 2018, the total number of shares of common stock outstanding and entitled to vote at the annual meeting was 32,708,215, of which 27,681,933 shares were represented at the meeting in person or by proxy. The purpose of the annual meeting was to vote on two proposals: (i) to elect the 21 directors nominated by our board; and (ii) 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 10, 2018. At the meeting, the shareholders elected all 21 directors 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   25,204,385   302,141   2,175,407    
C.L. Craig, Jr.   24,776,739   729,787   2,175,407    
James R. Daniel   25,195,197   311,329   2,175,407    
F. Ford Drummond   24,807,235   699,291   2,175,407    
Joseph Ford   25,419,242   87,284   2,175,407    
David R. Harlow   25,351,931   154,595   2,175,407    
William O. Johnstone   25,195,950   310,576   2,175,407    
Frank Keating   24,281,932   1,224,594   2,175,407    
Dave R. Lopez   24,782,657   723,869   2,175,407    
W. Scott Martin   25,444,817   61,709   2,175,407    
Tom H. McCasland, III   24,777,489   729,037   2,175,407    
Ronald J. Norick   24,777,391   729,135   2,175,407    
David E. Rainbolt   25,326,399   180,127   2,175,407    
H.E. Rainbolt   25,313,100   193,426   2,175,407    
Michael S. Samis   24,848,508   658,018   2,175,407    
Darryl Schmidt   25,205,602   300,924   2,175,407    
Natalie Shirley   24,806,608   699,918   2,175,407    
Robin Smith   25,419,464   87,062   2,175,407    
Michael K. Wallace   24,783,896   722,630   2,175,407    
Gregory G. Wedel   24,792,588   713,938   2,175,407    
G. Rainey Williams, Jr.   24,726,804   779,722   2,175,407    


Proposal No. 2- Ratify  Independent   For   Against   Abstained   Broker Non-Votes
Registered Public Accounting Firm   27,610,623   28,335   42,975   -


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 24, 2018, BancFirst Corporation’s Board of Directors declared a $0.21 per share cash dividend on its common stock. The dividend is payable July 13, 2018, to shareholders of record on June 29, 2018. 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 13, 2018, to shareholders of record on June 29, 2018.







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.

Date: May 24, 2018 /s/Kevin Lawrence
  Kevin Lawrence
  Executive Vice President
  Chief Financial Officer
  (Principal Financial Officer)