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BANF > SEC Filings for BANF > Form 8-K on 23-May-2013All Recent SEC Filings

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Form 8-K for BANCFIRST CORP /OK/


23-May-2013

Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure


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

(a) On May 23, 2013, BancFirst Corporation (the "Company") held its annual meeting of shareholders. As of the record date on April 8, 2013, the total number of shares of common stock outstanding and entitled to vote at the annual meeting was 15,228,277, of which 14,221,578 shares were represented at the meeting in person or by proxy. The purpose of the annual meeting was to vote on five proposals: (i) amend our Certificate of Incorporation to declassify the Board of Directors: (ii) to amend our Certificate of Incorporation to remove the supermajority vote required to amend certain provision of our Certificate of Incorporation: (iii) to elect 19 directors if proposal one to declassify our Board was approved: (iv) to elect six Class III directors if proposal one to declassify our Board was NOT approved and
(v) the amendment of the BancFirst Corporation Stock Option Plan to increase the number of shares of common stock issued by 200,000 shares. Each of the foregoing proposals was set forth and described in the Notice of Annual Meeting and Proxy Statement of the Company dated April 25, 2013. At the meeting, the shareholders amended our Certificate of Incorporation to declassify the Board of Directors; amended our Certificate of Incorporation to remove the supermajority vote required to amend certain provision of our Certificate of Incorporation; elected all 19 directors and amended the BancFirst Corporation Stock Option Plan to increase the number of shares of common stock issued by 200,000 shares.

(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- Amendment of our
Certificate of Incorporation to
declassify the Board of                                                     Broker
Directors                             For        Against     Abstained    Non-Votes
                                   12,256,675     17,548       41,438     1,905,917




Proposal No. 2- Amendment of our
Certificate of Incorporation to
 remove the supermajority vote
required to amend certain
provision of our Certificate of                                             Broker
Incorporation                         For        Against     Abstained    Non-Votes
                                   12,198,545     75,878       41,238     1,905,917




Proposal No. 3- Election of Directors      For       Withheld    Broker Non-Votes

Dennis Brand                            12,015,654     300,007      1,905,917
C.L. Craig, Jr.                         11,632,172     683,489      1,905,917
William H. Crawford                     12,016,404     299,257      1,905,917
James R. Daniel                         12,015,282     300,379      1,905,917
F. Ford Drummond                        12,010,522     305,139      1,905,917
K. Gordon Greer                         12,015,202     300,459      1,905,917
Dr. Donald B. Halverstadt               11,653,461     662,200      1,905,917
William O. Johnstone                    12,016,851     298,810      1,905,917
Dave R. Lopez                           12,255,582      60,079      1,905,917
J. Ralph McCalmont                      11,675,377     640,284      1,905,917
Tom H. McCasland, III                   12,141,044     174,617      1,905,917
Ronald Norick                           12,131,526     184,135      1,905,917
Paul B. Odom, Jr.                       12,119,619     196,042      1,905,917
David E. Ragland                        12,118,774     196,887      1,905,917
David E. Rainbolt                       12,104,292     211,369      1,905,917
H.E. Rainbolt                           12,015,571     300,090      1,905,917
Michael S. Samis                        12,255,826      59,835      1,905,917
Michael K. Wallace                      12,008,269     307,392      1,905,917
G. Rainey Williams, Jr.                  9,705,602   2,610,059      1,905,917

Proposal No. 4- Election of six
Class III directors.
Proposal No. 4 was dependent upon the approval of Proposal No. 1, which was approved; therefore no votes will be reported for Proposal No. 4.

Proposal No. 5- Amendment of the
BancFirst Corporation Stock
Option Plan to increase the
number of shares of common stock                                            Broker
issued by 200,000 shares.             For        Against     Abstained    Non-Votes
                                   9,979,053    2,279,627      56,981     1,905,917



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 23, 2013, BancFirst Corporation's Board of Directors declared a $0.29 per share cash dividend on its common stock. The dividend is payable July 15, 2013, to shareholders of record on June 30, 2013. 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, 2013, to shareholders of record on June 30, 2013.

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