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BANF > SEC Filings for BANF > Form 8-K on 28-May-2014All Recent SEC Filings

Show all filings for BANCFIRST CORP /OK/

Form 8-K for BANCFIRST CORP /OK/


28-May-2014

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 22, 2014, BancFirst Corporation (the "Company") held its annual meeting of shareholders. As of the record date on April 9, 2014, the total number of shares of common stock outstanding and entitled to vote at the annual meeting was 15,363,728, of which 14,625,017 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 extend the term of the plan from December 31, 2014 to December 31, 2019; (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 25,000 shares and to extend the term of the plan from December 31, 2014 to December 31, 2019; (iv) to amend the BancFirst Corporation Directors' Deferred Stock Compensation Plan to extend the term of the plan from December 31, 2014 to December 31, 2019; 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 21, 2014. At the meeting, the shareholders elected all 19 directors, amended all three stock plans 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

                                                                            Broker
Proposal No. 1-Election of Directors         For           Withheld        Non-Votes

Dennis Brand                              12,170,799         448,766         794,538
C.L. Craig, Jr.                           11,802,641         816,924         794,538
William H. Crawford                       12,005.908         613,657         794,538
James R. Daniel                           12,170,548         449,017         794,538
F. Ford Drummond                          12,383,682         235,883         794,538
K. Gordon Greer                           12,169,820         449,745         794,538
Dr. Donald B. Halverstadt                 11,878,441         741,124         794,538
William O. Johnstone                      12,167,128         452,437         794,538
Dave R. Lopez                             10,121,361       2,498,204         794,538
J. Ralph McCalmont                        11,962,086         657,479         794,538
Tom H. McCasland, III                     12,382,152         237,413         794,538
Ronald Norick                             12,304,299         315,266         794,538
Paul B. Odom, Jr.                         12,305,273         314,292         794,538
David E. Rainbolt                         12,283,841         335,724         794,538
H.E. Rainbolt                             12,169,210         450,355         794,538
Michael S. Samis                          12,003,956         615,609         794,538
Natalie Shirley                           12,375,200         244,365         794,538
Michael K. Wallace                        12,028,037         591,528         794,538
G. Rainey Williams, Jr.                   11,803,658         815,907         794,538

Proposal No. 2- Amend BancFirst                                                             Broker
Corporation Stock Option Plan                For            Against        Abstained       Non-Votes
                                           9,304,620       3,188,763         126,182         794,538

Proposal No. 3- Amend BancFirst
Corporation Non-Employee Directors'                                                         Broker
Stock Option Plan                            For            Against        Abstained       Non-Votes
                                          10,017,830       2,479,123         122,612         794,538

Proposal No. 4- Amend BancFirst
Corporation Directors' Deferred Stock                                                       Broker
Compensation Plan                            For            Against        Abstained       Non-Votes
                                          12,438,974          59,139         121,452         794,538

Proposal No. 5- Ratify Independent                                                          Broker
Registered Public Accounting Firm            For            Against        Abstained       Non-Votes
                                          13,294,272           6,545         113,286               -


Proposal No. 6- Advisory Vote to
Approve Compensation of Named                                                               Broker
Executive Officers                           For            Against        Abstained       Non-Votes
                                          12,235,825         245,528         138,212         794,538



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 22, 2014, BancFirst Corporation's Board of Directors declared a $0.31 per share cash dividend on its common stock. The dividend is payable July 15, 2014, to shareholders of record on June 30, 2014. 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, 2014, to shareholders of record on June 30, 2014.

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