SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐ | Preliminary Proxy Statement |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☒ | Definitive Proxy Statement |
☐ | Definitive Additional Materials |
☐ | Soliciting Material Pursuant to §240.14a-12 |
BancFirst Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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☐ | Fee paid previously with preliminary materials. | |
☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |
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101 North Broadway
Oklahoma City, Oklahoma 73102
NOTICE OF ANNUALSPECIAL MEETING OF SHAREHOLDERS
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TIME | 9:00 a.m., local time. | |||
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PLACE | Due to concerns regarding the coronavirus outbreak and to assist in protecting the health and well-being of our shareholders and other participants, the meeting will be held virtually via conference call, with no physical in-person meeting. The meeting can be accessed by the following dial in numbers along with the accompanying access code. Dial in numbers: | |||
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ITEMS OF BUSINESS |
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| To amend and restate the BancFirst Corporation Stock Option | |||
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RECORD DATE | In order to vote, you must have been a shareholder at the close of business on | |||
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PROXY VOTING | Whether or not you attend the meeting via conference call, it is important that your shares be represented and voted. Please vote by completing, signing and dating your proxy card and returning it as soon as possible in the enclosed, postage−paid envelope. This proxy is revocable. You can revoke this proxy at any time prior to its exercise at the meeting by following the instructions in the proxy statement. | |||
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| By Order of the Board of Directors: | |||
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| Randy Foraker Secretary |
Oklahoma City, Oklahoma
April 13,November 2, 2020
PLEASE SIGN AND DATE THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED RETURN ENVELOPE.
2020 ANNUALSPECIAL MEETING
PROXY STATEMENT
TABLE OF CONTENTS
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Appendix A: BancFirst Corporation | A-1 |
Appendix B: BancFirst Corporation Resolution to Amend the | B-1 |
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101 North Broadway
Oklahoma City, Oklahoma 73102
PROXY STATEMENT
We are providing these proxy materials in connection with the solicitation by the Board of Directors of BancFirst Corporation of proxies to be used at oura 2020 AnnualSpecial Meeting of Shareholders (the “Annual“Special Meeting”). In this proxy statement, we refer to the Board of Directors as the “Board,” to BancFirst Corporation as “we,” “us,” “our” or the “Company,” and to our wholly-owned subsidiaries, BancFirst, as “BancFirst”“BancFirst” and Pegasus Bank as “Pegasus.” This proxy statement and the accompanying proxy card or voter instruction card and our 2019 Annual Report on Form 10−K were first mailed to shareholders on or about April 17,November 5, 2020. This proxy statement contains important information for you to consider when deciding how to vote on the mattersmatter brought before the AnnualSpecial Meeting. Please read it carefully.
ABOUT THE ANNUALSPECIAL MEETING
What mattersmatter will be voted on at the AnnualSpecial Meeting?
You will be voting on:
Proposal 1: To elect the 22 directors nominated by our Boardon a proposal to amend and named in this proxy statement;
Proposal 2: To amendto restate the BancFirst Corporation Stock Option Plan;Plan.
Proposal 3: To amend the BancFirst Corporation Non-Employee Directors’ Stock Option Plan;
Proposal 4: To ratify the selection of BKD, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020;
Proposal 5: To consider an advisory vote to approve the compensation of named executive officers; and
Such other business as may properly come before the meeting or any adjournments or postponements thereof.
What are the Board’s recommendations?
The Board recommends a vote:
vote for the election of the 22 directors nominated by our Boardamendment and named in this proxy statement;
for the amendmentrestatement of the BancFirst Corporation Stock Option Plan;Plan.
for the amendment of the BancFirst Corporation Non-Employee Directors’ Stock Option Plan;
for the ratification of the selection of BKD, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020; and
for the approval of named executive officers’ compensation.
Who is entitled to vote at the AnnualSpecial Meeting?
The Board set April 9,October 30, 2020, as the record date for the AnnualSpecial Meeting (the “record date”). You are entitled to vote if you were a shareholder of record of our common stock as of the close of business on April 9,October 30, 2020. Your shares can be voted at the AnnualSpecial Meeting only if you are attending via conference call or represented by a valid proxy.
How many votes do I have?
You will have one (1) vote for each share of our common stock you owned at the close of business on the record date, provided those shares are either held directly in your name as the shareholder of record or were held for you as the beneficial owner through a broker, bank or other nominee.
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What is the difference between holding shares as a shareholder of record and beneficial owner?
Most of our shareholders hold their shares through a broker, bank or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.
Shareholder of Record. If your shares are registered directly in your name with our transfer agent, BancFirst Trust and Investment Management, you are considered the shareholder of record with respect to those shares, and these proxy materials are being sent directly to you by the Company. As the shareholder of record, you have the right to grant your voting proxy directly to us or to vote during the conference call at the AnnualSpecial Meeting. If you wish to grant a proxy, we have enclosed a proxy card for you to use.
Beneficial Owner. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in “street name,” and these proxy materials are being forwarded to you by your broker, bank or nominee, who is considered the shareholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank or nominee on how to vote and are also invited to attend the AnnualSpecial Meeting. However, since you are not the shareholder of record, you may not vote these shares during the conference call at the AnnualSpecial Meeting, unless you request, complete and deliver a proxy from your broker, bank or nominee. Your broker, bank or nominee has enclosed a voting instruction card for you to use in directing the broker, bank or nominee how to vote your shares.
What will happen if I do not vote my shares?
Shareholders of Record. If you are the shareholder of record of your shares and you do not vote by proxy card or during the conference call for the AnnualSpecial Meeting, your shares will not be voted at the AnnualSpecial Meeting.
1
Beneficial Owners. If you are the beneficial owner of your shares, your broker or nominee may vote your shares only on those proposals on which it has discretion to vote. If no voting instructions are provided, these record holders can vote your shares only on discretionary, or routine, matters and not on non-discretionary, or non-routine, matters. Uninstructed shares whose votes cannot be counted on non-routine matters result in what are commonly referred to as “broker non-votes.”
The election of directors (Proposal No. 1), the proposal to amend and restate the BancFirst Corporation Stock Option Plan (Proposal No. 2), the proposal to amend the BancFirst Corporation Non-Employee Directors’ Stock Option Plan (Proposal No. 3) and isthe advisory vote on executive compensation (Proposal No. 5) are considered a non-routine mattersmatter under the rules and regulations promulgated by NASDAQ and approved by the Securities and Exchange Commission (“SEC”). Consequently, brokers may not vote uninstructed shares on these proposals. The ratification of BKD, LLP as our independent registered public accounting firm for the fiscal year ended December 31, 2020 (Proposal No. 4) is considered a routine matter under the rules and regulations promulgated by NASDAQ and approved by the SEC. Consequently, brokers may vote uninstructed shares on this proposal, and we do not expect any broker non-votes on this proposal.
Abstentions and broker non-votes are counted as shares that are present for purposes of determining whether a quorum is present at the AnnualSpecial Meeting. However, for purposes of determining whether a proposal is approved, abstentions and broker non-votes are tabulated separately. The effect of abstentions and broker non-votes depends on the vote required for a particular proposal. See “What vote is required to approve each proposal,” below, for a description of the effect of abstentions and broker non-votes on such proposal.
If you do not give your broker voting instructions, your broker will onlynot be entitled to vote your shares on Proposal 4.shares. We urge you to provide instructions to your broker, bank or other nominee so that your votes may be counted on all of these important matters.
How many votes can be cast by all shareholders?
Each share of BancFirst Corporation common stock is entitled to one (1) vote. There is no cumulative voting. We had 32,646,69132,682,269 shares of common stock outstanding and entitled to vote on the record date.
How many votes must be present to hold the AnnualSpecial Meeting?
A majority of our outstanding shares of common stock as of the record date must be present at the AnnualSpecial Meeting in order to hold the AnnualSpecial Meeting and conduct business. This is called a “quorum.” Shares that are present and entitled to vote on one or more of the mattersmatter to be voted upon at the AnnualSpecial Meeting are counted as present for establishing a quorum. Both abstentions and broker non-votes are counted as present for the purpose of determining the presence of a quorum. If a quorum is not present, we expect that the AnnualSpecial Meeting will be adjourned until we obtain a quorum.
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What vote is required to approve eachthe proposal?
Proposal 1: Election of 22 Directors
The election of directors requires the affirmative vote of the holders of at least a majority of the common stock issued and outstanding and entitled to vote. Each director nominee who receives at least a majority of the common stock outstanding will be elected as a director for the ensuing one year. Withheld votes will have the same effect as votes “against” this proposal, and broker non-votes will have no effect on the vote for this proposal.
Proposal 2: Amendment of the BancFirst Corporation Stock Option Plan
This proposal requires the affirmative vote of the holders of at least a majority of the common stock issued and outstanding and entitled to vote. Abstention will have the same effect as a vote “against” this proposal, and broker non-votes will have no effect on the vote for this proposal.
Proposal 3: Amendment of the BancFirst Corporation Non-Employee Directors’ Stock Option Plan
This proposal requires the affirmative vote of the holders of at least a majority of the common stock issued and outstanding and entitled to vote. Abstention will have the same effect as a vote “against” this proposal, and broker non-votes will have no effect on the vote for this proposal.
Proposal 4: Ratification of the selection of BKD, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020
This proposal requires the affirmative vote of the holders of at least a majority of the common stock issued and outstanding and entitled to vote. Abstention will have the same effect as a vote “against” this proposal.
Proposal 5: Advisory vote to approve the compensation of the named executive officers
The advisory approval of this resolution requires the affirmative vote of the holders of at least a majority of the common stock issued and outstanding and entitled to vote. Abstention will have the same effect as a vote “against” this proposal, and broker non-votes will have no effect on the vote for this proposal.
Can I change or revoke my vote after I return my proxy card or voting instruction card?
Yes. Even if you sign the proxy card or voting instruction card in the form accompanying this proxy statement, you retain the power to revoke your proxy or change your vote. You can revoke your proxy at any time before it is exercised by mailing written notice specifying such revocation to the Secretary of the Company at least five business days before the AnnualSpecial Meeting. You may change your vote by mailing a valid, later-dated proxy to the secretary of the Company at least five business days before the AnnualSpecial meeting, or by voting at the AnnualSpecial Meeting. However, please note that if you would like to vote at the AnnualSpecial Meeting and you are not the shareholder of record, you must request, complete and deliver a proxy from your broker, bank or nominee.
What does it mean if I receive more than one proxy or voting instruction card?
It generally means your shares are registered differently or are in more than one account. Please provide voting instructions for all proxy and voting instruction cards you receive.
Who can attend the AnnualSpecial Meeting?
All shareholders as of the record date, or their duly appointed proxies, may attend. The meeting will be held via conference call.
Who pays for the proxy solicitation and how will the Company solicit votes?
We will bear the expense of printing and mailing proxy materials. In addition to this solicitation of proxies by mail, our directors, officers and other employees may solicit proxies by personal interview, telephone, facsimile or email. They will not be paid any additional compensation for such solicitation. We will request brokers, banks and nominees who hold shares of our common stock in their names to furnish proxy materials to beneficial owners of the shares. We will reimburse such brokers, banks and nominees for their reasonable expenses incurred in forwarding solicitation materials to such beneficial owners.
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How can I access the Company’s proxy materials and annual report electronically?
The proxy statement and our 2019 annual Report on Form 10−K areis available on the BancFirst website at http://www.BancFirst.bank and the website of the SEC at http://www.sec.gov. The Company provides these documents on its website and provides links to the SEC’s website where these reports can be obtained. The Company’s annual report on Form 10-K for the year ended December 31, 2019 (other than the exhibits thereto), as well as copies of other filings or exhibits to filings made with the SEC, are also available without charge upon written request. Such requests should be directed to: Randy Foraker, Executive Vice President and Secretary, BancFirst Corporation, 101 North Broadway, Oklahoma City, Oklahoma 73102.
Is a list of shareholders available?
The names of shareholders of record entitled to vote at the AnnualSpecial Meeting will be available to shareholders entitled to vote at this meeting for ten days prior to the meeting for any purpose relevant to the meeting. This list can be viewed between the hours of 9:00 a.m. and 5:00 p.m., local time, at our principal executive offices at 101 N. Broadway, Oklahoma City, Oklahoma. Please contact Randy Foraker, Executive Vice President and Secretary, BancFirst Corporation, 101 North Broadway, Oklahoma City, Oklahoma 73102, to make arrangements.
How do I find out the voting results?
Preliminary voting results will be announced at the AnnualSpecial Meeting, and final voting results will be published within four business days of the annualspecial meeting on Form 8-K, which we will file with the SEC. After the Form 8-K is filed, you may obtain a copy by visiting our website, which provides links to the SEC’s website. You may also obtain a copy by visiting the SEC’s website directly or by contacting Randy Foraker, Executive Vice President and Secretary, by calling (405) 270-1044, by writing to Mr. Foraker c/o BancFirst Corporation, 101 N. Broadway, Oklahoma City, Oklahoma 73102, or by sending an email to him at randy.foraker@bancfirst.bankrandy.foraker@bancfirst.bank..
What if I have questions about lost stock certificates or I need to change my mailing address?
Shareholders of record may contact our transfer agent, BancFirst Trust and Investment Management, by calling (405) 270-4797 or writing to BancFirst Trust and Investment Management, P.O. Box 26883, Oklahoma City, Oklahoma 73126, to get more information about these matters.
Your vote is important. You may vote by mail or attend the AnnualSpecial Meeting and vote by ballot, all as described below.
Vote by Mail
If you choose to vote by mail, simply mark your proxy card or voting instruction card, sign and date it, and return it in the postage-paid envelope provided.
Voting at the AnnualSpecial Meeting
The method or timing of your vote will not limit your right to vote at the AnnualSpecial Meeting if you attend the meeting and vote via the conference call. However, if your shares are held in the name of a broker, bank or other nominee, you must obtain a proxy, executed in your favor, from the holder of record to be able to vote at the AnnualSpecial Meeting. You should allow yourself enough time prior to the AnnualSpecial Meeting to obtain this proxy from the holder of record, and send to the Secretary of the Company at least five business days before the meeting.
The shares represented by the proxy cards or voting instruction cards received, properly marked, signed, dated and not revoked, will be voted at the AnnualSpecial Meeting. If you sign and return your proxy card but do not give voting instructions, the shares represented by that proxy card will be voted as recommended by the Board. If you fail to return your proxy card, or if your shares are held in “street name” and you do not instruct your broker how to vote your shares by failing to complete the voting instruction card, the effect will be as though you cast a vote “against” Proposals 1, 2, 3 and 5.the proposal.
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3
ELECTION OF 22 DIRECTORS
Our Board currently consists of 22 members. At the recommendation of the Independent Directors’ Committee, the Board has nominated 22 director nominees identified in this Proposal 1 to serve a one-year term, until the 2021 Annual Meeting of Shareholders and until their successors are duly elected and qualified, or until their earlier resignation or removal. For additional information about the director nominees and their qualifications, see “Corporate Governance—Directors of BancFirst Corporation.” The nominees for the election of directors at the Annual Meeting are as follows:
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Dennis L. Brand |
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| 72 |
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| Vice Chairman, BancFirst Corporation |
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| 2000 |
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C.L. Craig, Jr. |
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| 75 |
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| Private Investor |
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| 1998 |
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F. Ford Drummond |
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| 57 |
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| Owner/Operator, Drummond Ranch |
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| 2011 |
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Joseph Ford |
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| 42 |
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| President, Shawnee Milling Company |
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| 2017 |
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Joe R. Goyne |
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| 74 |
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| Chairman and Chief Executive Officer, Pegasus Bank |
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| 2019 |
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David R. Harlow |
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| 57 |
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| Chief Executive Officer, BancFirst Corporation |
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| 2017 |
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William O. Johnstone |
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| 72 |
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| Vice Chairman, BancFirst Corporation and President, Council Oak Partners |
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| 1996 |
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Frank Keating |
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| 76 |
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| President, Frank Keating Investments |
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| 2016 |
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Bill G. Lance |
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| 55 |
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| Secretary of Commerce, Chickasaw Nation |
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| 2018 |
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Dave R. Lopez |
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| 68 |
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| Manager of DL Dynamics, LLC |
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| 2013† |
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William Scott Martin |
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| 70 |
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| Private Investor |
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| 2018 |
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Tom H. McCasland, III |
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| 61 |
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| President, Mack Energy Co. |
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| 2005 |
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Ronald J. Norick |
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| 78 |
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| Manager of Norick Investment Company, LLC |
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| 2002 |
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David E. Rainbolt |
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| 64 |
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| Executive Chairman, BancFirst Corporation and BancFirst |
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| 1984 |
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H.E. Rainbolt |
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| 91 |
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| Chairman Emeritus, BancFirst Corporation |
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| 1984 |
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Robin Roberson |
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| 48 |
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| President, Goose & Gander |
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| 2017 |
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Michael S. Samis |
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| 66 |
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| Private Investor |
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| 2013 |
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Darryl W. Schmidt |
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| 57 |
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| Chief Executive Officer, BancFirst |
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| 2017 |
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Natalie Shirley |
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| 62 |
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| President and Chief Executive Officer, National Cowboy and Western Heritage Museum |
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| 2013 |
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Michael K. Wallace |
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| 66 |
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| President, Wallace Properties, Inc. and Mike Wallace Homes |
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| 2007 |
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Gregory G. Wedel |
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| 59 |
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| Managing Partner, Wedel, Rahill and Associates, CPA’s |
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| 2014 |
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G. Rainey Williams, Jr. |
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| 59 |
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| President, Marco Holding Corporation |
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| 2003 |
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Unless otherwise specified in the proxy, it is the intention of the persons named in the proxy to vote the shares represented by each properly executed proxy for the election of these nominees as directors of the Company. The nominees have agreed to stand for election and, if elected, to serve as directors. However, if any person nominated by the Board is unable or unwilling to serve, the proxies will be voted for the election of such other person or persons as the Independent Directors’ Committee and the Board may recommend.
The sections in this proxy statement titled “Corporate Governance—Directors of BancFirst Corporation” and “—Stock Ownership” provide certain information about each nominee based on data submitted by such persons, including the principal occupation of such person for at least the last five years and any public company directorships held by such person.
The Board unanimously recommends a vote “FOR” the election of the nominees to the Board. Proxies solicited by the Board will be voted for each of the nominees unless instructions to withhold or to the contrary are given.
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APPROVALAMENDMENT AND RESTATEMENT OF AMENDMENT TO THE BANCFIRST CORPORATION STOCK OPTION PLAN
Subject to shareholder approval, the Board has amended theThe BancFirst Corporation Stock Option Plan (the “Employee Plan”“Plan”) was originally adopted by the Company in 1986. The Plan is intended to incent long-term employment with the Company and its subsidiaries and to encourage ownership of common stock of the Company by certain key employees and officers of the Company and its subsidiaries, in order to increase their proprietary interest in the Company's success. Since its adoption, the Plan has been amended numerous times to increase the remainingtotal number of shares of common stock authorized toof the Company on which stock options may be granted afterunder the Plan, to extend the term of the Plan and to adopt provisions to comply with NASDAQ Stock Market Rules. During the past 34 years that the Plan has been in effect, there have been other changes in accounting for stock compensation and the provisions of typical stock option plans.
Capitalized terms used and not otherwise defined herein have the respective meanings contained in the Plan.
Circumstances have at times arisen that were not contemplated when the Plan was originally adopted. For example, the current COVID-19 pandemic has had a negative effect on the market price of the Company’s stock that, through no fault of the Optionees, has rendered earlier stock option grants ineffective as an incentive for the desired behaviors previously mentioned. The Board of Directors and Company management believe and recommend that the Plan should be amended and restated to reflect additional changes in the terms and provisions of the Plan, and to provide the Board more flexibility in modifying stock option grants, in order to better accomplish the Plan’s purpose.
The principal changes to the Plan being proposed are to:
Describe the specific authority of the Committee in more detail
Provide an exception to give the Committee the authority, through cancellation and re-grant, to re-establish the Option Exercise Price of Stock Options not to exceed a total of 300,000 shares in any period of twelve (12) continuous months
Authorize the Company to retain shares of Common Stock as consideration for the payment of the Option Exercise Price
Provide a more explicit procedure Stock Option exercises
Extend the exercise period subsequent to termination related to retirement or disability to six (6) months
Authorize the Committee to reinstate a Stock Option forfeited due to termination if the Optionee resumes employment within twelve (12) months following such termination, provided that the reinstatement does not extend the expiration date of such amendmentthe Stock Option
Add specific provisions for tax withholding, and authorize the Company to 200,000 shares. As of April 9, 2020, there were 116,500retain shares of common stock availableCommon Stock to satisfy tax withholding
Expand the provision for future option grants underamendments to the Employee Plan.Plan to clarify the requirement for shareholder approval of material amendments and conform to the NASDAQ Stock Market Rules
The Board believes that the approval of the amendment to the Employeeamended and restated Plan is in the best interests of the Company and its shareholders, as the availability of an adequate number of shares reserved for issuance under the Employee Plan and the ability to grant stock options is an important factor in attracting, motivating and retaining qualified personnel essential to the success of the Company.
If the shareholders do not approve the amendment and the restatement of the Plan, the amendments described above will not be effective but the other terms and the other conditions of the Plan will continue in effect.
The complete text of the amended and restated Plan is presented as Appendix A to the Proxy Statement and the resolution to amend and to restate the Plan is presented as Appendix B to the Proxy Statement.
Summary of the Provisions of the EmployeeCurrent Plan
The essentialprincipal features of the Employeecurrent Plan are summarized below. This summary does not purport to be a complete description of all of the provisions of the Employee Plan. The summaryPlan and is qualified in its entirety by reference to the fullcomplete text of the Employee Plan, as proposed to be amended by theSixteenth Amended and Restated BancFirst Corporation resolution to amend the stock option plan.Stock Option Plan. The resolution has been filed as Appendix A to the copy of this Proxy Statement thatSixteenth Amended and Restated BancFirst Corporation Stock Option Plan was filed electronically with the SEC as Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2020, and can be reviewed on the SEC’s website at www.sec.gov.www.sec.gov. A copy of the plancurrent Plan document may also be obtained without charge by writing to Randy Foraker, Executive Vice President and Secretary at BancFirst Corporation, 101 N. Broadway, Oklahoma City, Oklahoma 73102.
The Employee Plan, which is not subject to the provisions of the Employee Retirement Income Security Act of 1974, provides for the grant of non-qualified stock options.
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The Employee Plan is administered by the Board ofCommittee. The Committee is generally the Company,Board, certain members of which includes are principal shareholders and employees of the Company or its affiliates, and maythe Board may also include participants in the Employee Plan. Pursuant to the Employee Plan, the Executive Committee of the Board may, delegate administration of the plan to a committeeby delegation of the Board, consisting of three or more members, at least a majority of which must be “Non-Employee Directors”function as such term is used in Rule 16b-3.the Committee.
The maximum numberAll decisions of shares of common stock that may be granted pursuant to the Employee Plan is proposed to be increased to 200,000 shares (subject to adjustment in the event of stock dividends, stock splits, reverse stock splits, combinations, reclassifications,interpretation or like changes in the capital structureapplication of the Company). Plan are determined by the Committee and such decisions are final, conclusive and binding upon all participants.
Currently all planPlan options must be granted, if at all, no later than December 31, 2024.
OptionsStock options may be granted only to employees (including officers) of the Company or its subsidiaries. All planstock options must have an exercise price equal to the fair market value of the common stock on the date of grant. As defined in the Employee Plan, “fair market value” is stated to be equal to the closing price of the common stock as reported on the NASDAQ Global Market, Inc. (“NASDAQ”) on the date of grant or, if no closing price is so reported, the closing price of the common stock as reported by NASDAQ on the most recent date next preceding the date of grant.
The exercise price is payable on exercise of the plana stock option and iswill generally be payable in cash, certified check, bank draft or money order, unless otherwise determined by the Board.Committee. Unless otherwise determined by the BoardCommittee at the time of granting ana stock option, Plan Optionsstock options vest 25% per year commencing on the fourth year after grant, until the Plan Optionstock option is 100% vested. Except for termination of employment as a result of retirement or death, if an optionee ceases to be an employee of the Company for any reason, other than as a result of embezzlement, theft or other violation of law, the optionee may exercise his or her option (to the extent exercisable at the time of termination) at any time within 30thirty (30) days after termination. If an optionee ceases to be an employee of the Company due to retirement, the optionee may exercise the option (to the extent exercisable at the time of termination) at any time within three months after such retirement. If an optionee ceases to be an employee of the Company due to death, the optionee’s estate, personal representative, or beneficiary shall have the right to exercise the option (to the extent exercisable at the time of death) at any time within 12 months from the date of the optionee’s death.
During the lifetime of the optionee, ana stock option may be exercised only by the optionee. Unless otherwise provided by the Committee, no option may be assignable except (i)(a) by will, (ii)(b) by the laws of descent and distribution, (iii)(c) for the purpose of making a charitable gift, or (iv)(d) to a revocable trust of which the optionee is a trustee.
Except as described above, Plan Optionsoptions may not have a term in excess of 15fifteen (15) years.
The Board may terminate or amend the Employee Plan at any time; provided, however, that without the approval of the shareholders of the Company, the Board may not amend the Employee Plan to materially increase the total number of shares of common stock covered thereby, materially increase the benefits accruing to participants under the Employee Plan, or materially modify the requirements as to eligibility for participation in the Employee Plan.
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Summary of Federal Income Tax Consequences of the Employee Plan
The federal tax consequences of stock options are complex and subject to change. Furthermore, the following summary is intended only as a general guide to the United States federal income tax consequences of stock options granted under the Employee Plan under current federal law and is not intended to be exhaustive. In particular, this summary does not describe the deferred compensation provisions of Section 409A of the Internal Revenue Code to the extent that an award is subject to such provisions and does not attempt to describe all potentialstate or local tax consequences.
Non-qualified stock options have no special tax status. An optionee generally recognizes no taxable income as the result of the grant of such ana stock option. Upon exercise of the stock option, the optionee normally recognizes ordinary income with respect to the acquired shares in the amount ofequal to the difference between the optionexercise price and the fair market value of the shares on the date of exercise. Such ordinary income generally is subject to income tax withholding of incomerequirements and employment taxes. Upon the sale of stock acquired by the exercise of a non-qualified stock option, any gain or loss, based on the difference between the sale price and the fair market value of the shares on the date of recognition of income will be taxed as long-term or short-term capital gain or loss, depending upon the length of time the optionee has held the stock from the date of recognition of income.
No tax deduction is available to the Company with respect to the grant of the non-qualified option or the sale of stock acquired pursuant to such grant. Provided certain withholding requirements are met, the Company should be entitled to a deduction equal to the amount of ordinary income recognized by the optionee as a result of the exercise of the stock option.
Specific Benefits under the Employee Plan
The Company has not approved any awardsstock options or any amendments to stock options that are conditioned upon shareholder approval of the proposed amendment and restatement of the Employee Plan. The number, the amount and the type of awardsstock options to be received by, or allocated to, eligible persons in the future under the Employee Planand such re-pricings cannot be determined at this time.
For information regarding stock-based awards granted to the Named Executive Officers during fiscal 2019, see the material under the heading “Executive Compensation” below in this proxy statement. For information regarding past award grants under the Employee Plan, see the “Aggregate Past Grants under the Employee Plan” table below.
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Aggregate Past Grants under the Employee Plan
As of April 9,October 30, 2020, awardsstock options covering 7,676,0127,709,512 shares (before cancellations of awardsstock options covering 1,307,9821,446,982 shares) of the Company’s common stock had been granted under the Employee Plan. The following table shows information regarding the distribution of those awardsstock options among the persons and groups identified below, as well as shares subject to unexercised options outstanding as of that date.
Aggregate Past Grants Under the Employee Plan | ||||
Aggregate Past Grants Under the Plan | Aggregate Past Grants Under the Plan | |||
Name |
Total Shares Subject to Previous Option Grants(1) |
Shares Subject to Unexercised Options Outstanding |
Total Shares Subject to Previous Option Grants(1) |
Shares Subject to Unexercised Options Outstanding |
Named Executive Officers: |
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David R. Harlow Chief Executive Officer | 185,000 | 85,000 | 120,000 | 20,000 |
Kevin Lawrence Executive Vice President and Chief Financial Officer | 100,000 | 86,750 | 100,000 | 86,750 |
David E. Rainbolt Executive Chairman | 120,000 | — | 120,000 | — |
Dennis L. Brand Chairman of the Executive Committee | 220,000 | — | 220,000 | — |
Darryl W. Schmidt President and Chief Executive Officer, BancFirst | 185,000 | 65,000 | 120,000 | — |
All Executive Officers as a Group | 2,252,500 | 490,250 | 2,187,500 | 344,250 |
Non-Executive Officer Employee Group | 4,115,530 | 697,580 | 4,075,030 | 705,580 |
(1) Does not include cancellations of awardsstock options covering 1,307,9821,446,982 shares.
The Board recommends a voteTHE BOARD RECOMMENDS A VOTE “FOR” the proposed amendment to the BancFirst Corporation Stock Option Plan.
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APPROVALTHE PROPOSED AMENDMENT AND RESTATEMENT OF AMENDMENT TO THE BANCFIRST CORPORATION
NON-EMPLOYEE DIRECTORS’ STOCK OPTION PLAN
Subject to shareholder approval, the Board has amended the BancFirst Corporation Non-Employee Directors’ Stock Option Plan (the “Non-Employee Directors’ Plan”) to increase the remaining number of shares of common stock authorized to be granted after the date of such amendment to 30,000 shares. As of April 9, 2020, there were 15,000 shares available for issuance under the Non-Employee Directors’ Plan.
The Non-Employee Directors’ Plan was approved by the Company’s shareholders on June 24, 1999. The purpose of the Non-Employee Directors’ Plan is to compensate non-management directors for participation on the Board or its committees by the automatic grant of stock options to purchase shares of the Company’s common stock. Directors who are employees of BancFirst Corporation are not eligible to participate in the Non-Employee Directors’ Plan.
Summary of the Provisions of the Non-Employee Directors’ Plan
Following is a brief description of the principal features of the Non-Employee Directors’ Plan. The summary is qualified in its entirety by reference to the full text of the Non-Employee Directors’ Plan, as proposed to be amended by the BancFirst Corporation resolution to amend the Non-Employee Directors’ Stock Option Plan. The resolution has been filed as Appendix B to the copy of this Proxy Statement that was filed electronically with the SEC and can be reviewed on the SEC’s website at www.sec.gov. A copy of the plan document may also be obtained without charge by writing the Company’s Secretary at BancFirst Corporation, 101 N. Broadway, Oklahoma City, Oklahoma 73102.
Directors who are not employees of the Company are eligible to participate in the Non-Employee Directors’ Plan. The Non-Employee Directors’ Plan is administered by our Board. All questions of interpretation of the Non-Employee Directors’ Plan or of the options granted pursuant to the Non-Employee Directors’ Plan are determined by the Board. However, the grants of stock options and the amount and nature of the options granted are automatic, as described below.
Under the Non-Employee Directors’ Plan, an option to purchase 10,000 shares of common stock is granted to each non-employee director upon initial appointment to the Board. The exercise price for an option is determined by the closing price as reported on the NASDAQ Global Market (or other principal exchange on which the common stock is traded) on the business day preceding the date the option is granted.
An option becomes exercisable in four equal annual installments beginning on the first anniversary of the date of grant, and expires on the fifteenth anniversary of the date of grant. If a director is terminated for cause, all options will be forfeited immediately. If a director ceases to be member of the Board for any other reason, unvested options will terminate and only previously vested options may be exercised for a period of 30 days following termination. If an optionee ceases to be a director due to death, the optionee’s estate, personal representative, or beneficiary shall have the right to exercise the option (to the extent exercisable at the time of death) at any time within 12 months from the date of the optionee’s death).
The exercise price of an option granted under the Non-Employee Directors’ Plan must be paid upon exercise of the option and is payable in cash, certified check, bank draft or money order, unless otherwise determined by the Board. Stock options granted under the Non-Employee Directors’ Plan are non-qualified stock options.
If the amendment to the Non-Employee Directors’ Plan is approved by our shareholders, the remaining number of shares of common stock that are reserved for issuance under the Non-Employee Directors’ Plan will be increased to 30,000 shares, (subject to adjustment in the event of stock dividends, stock splits, reverse stock splits, combinations, reclassifications, or like changes in the capital structure of the Company). Options and shares that are forfeited or otherwise reacquired by us will again be available for the grant of options under the Non-Employee Directors’ Plan. Shares of common stock issued under the Non-Employee Directors’ Plan may be authorized but unissued shares or shares reacquired by us and held in treasury.
The Board may terminate or amend the Non-Employee Directors’ Plan at any time; provided, however, that without the approval of the shareholders of the Company, the Board may not amend the Non-Employee Directors’ Plan to materially increase the total number of shares of common stock covered thereby, materially increase the benefits accruing to participants under the plan, or materially modify the requirements as to eligibility for participation in the plan.
Summary of Federal Income Tax Consequences of the Non-Employee Directors’ Plan
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The following is a general description of federal income tax consequences to our non-employee directors relating to stock options granted under the Non-Employee Directors’ Plan. This discussion does not purport to cover all federal tax consequences relating to the directors or the Company, nor does it describe state, local or foreign tax consequences.
A director will not recognize income upon the grant of a non-qualified stock option to purchase shares of common stock. Upon exercise of the option, the director will recognize ordinary compensation income equal to the excess of the fair market value over the exercise price for such shares. We will be entitled to a tax deduction equal to the amount of ordinary compensation income recognized by the director. The deduction will be allowed at the same time the director recognizes the income. The tax basis of the shares of common stock in the hands of the director will equal the exercise price paid for the shares plus the amount of ordinary compensation income the director recognizes upon exercise of the option, and the holding period for the shares for capital gains purposes will commence on the day the option is exercised. A director who sells shares of common stock acquired on exercise of the option will recognize capital gain or loss measured by the difference between the tax basis of the shares and the amount realized on the sale.
Specific Benefits under the Non-Employee Directors’ Plan
Awards under the Non-Employee Directors’ Plan are automatic to each non-employee director upon initial appointment to the Board, and the Company has not approved any awards that are conditioned upon shareholder approval of the proposed amendment of the Non-Employee Directors’ Plan.
Aggregate Past Grants under the Non-Employee Directors’ Plan
As of April 9, 2020, awards covering 535,000 shares issuable under the Non-Employee Directors’ Plan had been granted (before cancellations of awards covering 20,000 shares), with the current non-employee directors of the Company as a group having been granted options to purchase an aggregate 280,000 shares of common stock. William O. Johnstone, Vice-Chairman of the Board, received options under the Non-Employee Directors’ Plan before he became an employee of the Company.
The Board recommends a vote “FOR” the proposed amendment to the BancFirst Corporation Non-Employee Directors’ Stock Option Plan.
PLAN.
RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
BKD, LLP (“BKD”) was the Company’s independent registered public accounting firm for fiscal year 2019 and has been approved by the Audit Committee of the Board (the “Audit Committee”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020. Although ratification is not required by the Company’s certificate of incorporation, bylaws, Oklahoma law or otherwise, the Board is submitting the appointment of BKD to the Company’s shareholders for ratification because the Company values its shareholders’ views on the independent registered public accounting firm. If the Company’s shareholders fail to ratify the appointment, it will be considered as a non-binding recommendation to the Board and the Audit Committee to consider the appointment of a different firm for fiscal year 2020. Even if the appointment is ratified, the Board and the Audit Committee may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its shareholders.
Representatives of BKD are expected to attend the Annual Meeting and will have an opportunity to make a statement or to respond to appropriate questions from shareholders. BKD has advised the Company that they are independent with respect to the Company.
Pre-Approval Policies and Procedures
The Audit Committee has established a policy to pre-approve all audit services and non-audit services performed by our independent registered public accounting firm. The Audit Committee also considers whether such services are consistent with the SEC’s rules on auditor independence and considers whether our independent registered public accounting firm is positioned to provide us with effective and efficient audit services needed to properly manage risk or improve audit quality. In its review of any non-audit service fees, the Audit Committee considers, among other things, the possible effect of the performance of such services on the auditor’s independence. No non-audit services were performed for the Company by BKD during 2019 or 2018. The Audit Committee pre-approved 100% of audit fees and audit-related fees during the year ended December 31, 2019.
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The following table shows the fees billed for the audit provided by BKD during the years ended December 31, 2019 and 2018.
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Audit fees |
| $ | 726,819 |
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| $ | 675,707 |
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Audit-related fees |
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Tax fees |
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All other fees |
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Total |
| $ | 726,819 |
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| $ | 675,707 |
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Audit fees for professional services rendered by BKD include fees related to the audits of the Company and of certain of our subsidiaries, other attestation services, internal control audits and assistance with interpretation of accounting standards.
Additional information concerning the Audit Committee and its activities with BKD can be found in the following sections of this proxy statement: “Corporate Governance—Audit Committee” and “Audit Committee Report.”
The Board recommends a vote “FOR” the ratification of the appointment of BKD as the independent registered public accounting firm of the Company for 2020. Proxies solicited by the Board will be voted for the proposal unless contrary instructions are given.
ADVISORY VOTE TO APPROVESHAREHOLDER COMMUNICATIONS WITH THE COMPENSATION OF NAMED EXECUTIVE OFFICERS
The Company is providing the shareholders the opportunity for an advisory vote on the compensation of named executive officers as required by section 14A of the Exchange Act. Section 14A was added to the Exchange Act by Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). Shareholders can vote, on an advisory basis, to approve, not less frequently than once every three years, the compensation of the Company’s named executive officers disclosed in the Proxy Statement. This is commonly known as a “say on pay” vote.
The Company is asking shareholders to vote, in an advisory manner, to approve the executive compensation philosophy, policies and procedures described in the Compensation Discussion and Analysis section of this Proxy Statement and the compensation of the Company’s Named Executive Officers, as disclosed in this Proxy Statement.
Because this vote is advisory, it will not be binding on the Compensation Committee, the Board, or the Company. However, the Compensation Committee and the Board value the opinions of the Company’s shareholders, and the Compensation Committee will consider the outcome of the vote in its establishment and oversight of the compensation of the named executive officers.
The Board recommends a vote “FOR” the approval of the compensation of the Company’s named executive officers as disclosed in this Proxy Statement.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE MATTERS
As investor interest in environmental, social and governance matters grows, the Company is responding by integrating environment and social considerations into its policies and public disclosures. The Company has always been committed to maintaining the highest standards of business conduct and corporate governance, which we believe are essential to running our business effectively, serving our customers and communities, creating long-term value for our shareholders, and maintaining our integrity in the marketplace. We regularly monitor developments in the areas of environmental, social and governance matters, and review our policies, procedures and business practices in light of such developments. We believe that we have in place and are continuing to develop appropriate responses to these evolving expectations. Environmental and social matters are addressed below. Governance matters are addressed under Corporate Governance.
The Company is committed to conserving natural resources, and maintaining a clean and safe environment. Although many of the current environmental issues and expectations are not directly relevant to the Company’s operations as a financial services company in Oklahoma and Texas, we have adopted the following practices.
Recycling our paper and other waste.
Converting to LED lighting.
Utilizing geothermal heat pumps.
No lending to the coal industry.
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The Company is committed to supporting and promoting human rights, workplace health and safety, and ethical business practices. We serve the communities in which we operate through supporting economic development activities, charitable giving, and volunteerism by our employees. Although many of the current social issues are not directly relevant to the Company’s operations as a financial services company in Oklahoma and Texas, we do have the following policies and practices that address these matters.
A robust training and performance development program that touches every level of the organization. BancFirst University delivers curricula through a wide variety of education channels that includes instructor led classrooms, computer labs, self-paced courses and computer based material, and certification programs for specialty job functions.
An educational assistance program to assist employees in developing professional skills.
A biennial survey that is conducted to measure employee satisfaction and encourage feedback on ways to improve employee satisfaction.
A Management Diversity and Inclusion policy that includes affirmatively recruiting, promoting, and developing an increasingly diverse group of prospective and current employees into managerial roles, and creating an appealing work environment for attracting and retaining a diverse workforce.
An Equal Employment/Affirmative Action policy to comply with applicable federal and state laws and regulations regarding nondiscrimination that prohibits discrimination in hiring, training, promotion, or in any aspect of employment based on race, religion, sex, national origin, ancestry, marital status, disability, medical condition, age, genetic information, or service in the Armed Forces of the United States, or any state militia, reserve or similar military forces, or for any other basis prohibited by federal, state, or local law (“protected status”). The policy also provides for consistent treatment and equal employment opportunity in all of its employment practices regardless of an employee or prospective employee’s sexual orientation.
In order to provide a fair wage to all employees, the Company has established a base minimum wage well above the current federal minimum wage.
A Code of Conduct covering business ethics, conflicts of interest, anti-bribery provisions, a confidential reporting system with protection for whistleblowers, and other matters, as more fully discussed under Corporate Governance.
As a financial institution, the Company is prohibited by state statutes from making political contributions.
An anti-money laundering program and a customer due diligence program that comply with federal banking regulations.
Since it operates only within the states of Oklahoma and Texas, the Company only pays taxes within the United States.
A comprehensive information security risk management program to protect customer and Company information. To-date, the Company has not experienced a significant information system data breach requiring notification of regulatory agencies and customers.
The Company complies with all federal laws affecting corporate governance and disclosures, such as the Sarbanes-Oxley Act of 2002 and rules adopted by the SEC and NASDAQ, as well as various governance best practices.
The Company has an Anti-Hedging Policy for all directors, officers and employees. The policy prohibits any employee, officer or director from engaging in any transactions to hedge or offset any decrease in the market value of equity securities of the Company. In addition, all employees, officers and directors are prohibited from engaging in “short-swing” trading of securities issued by the Company by purchasing and selling, or selling and repurchasing such securities within a period of less than six months. The Company does not prohibit pledging of equity securities of the Company.
We have adopted a Code of Conduct that applies to all directors, officers and employees of the Company. The purpose of the Code of Conduct is to promote honest and ethical conduct and compliance with the law, particularly as related to the maintenance of the Company’s financial books and records and the preparation of its financial statements. In addition, the Code of Conduct sets forth our corporate ethics based on a set of core values by which we operate our Company and conduct our daily business with our customers, vendors and shareholders and with our fellow employees. Anti-bribery provisions are embodied in our Code of Conduct, which prohibit all directors, officers and employees from authorizing or making any improper payment for any form of bribery, payoff, illegal contribution, or other payments of a questionable nature to individuals, businesses or government entities. The Code of Conduct also includes information for EthicsPoint, a comprehensive, anonymous Internet and telephone based reporting tool that assists management and employees to work together to address fraud, abuse, misconduct, and other violations in the workplace. All EthicsPoint reports are reviewed, investigated, and addressed, as applicable, by the Company’s Director of Human Resources, Chief Executive Officer,
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Executive Chairman, Chief Internal Auditor, and Chair of the Audit Committee of the Board of Directors. Retaliation against any reporting person, including whistle-blowers, is explicitly prohibited. Copies of the Code of Conduct may be requested from the Secretary at the address on the cover of this proxy statement. A copy of our Code of Conduct can be viewed under the Investor Relations link found on the Company’s website at www.bancfirst.bank.
The NASDAQ’s listing standards require our Board to be comprised of at least a majority of independent directors. For a director to be considered independent, the Board must determine that the director does not have any direct or indirect material relationship with the Company. Based on the independence standards prescribed by NASDAQ, our Board has affirmatively determined that each of the following directors is independent: C. L. Craig, Jr., F. Ford Drummond, Joseph Ford, Frank Keating, Bill G. Lance, Dave R. Lopez, William Scott Martin, Tom H. McCasland III, Ronald J. Norick, Robin Roberson, Michael S. Samis, Natalie Shirley, Michael K. Wallace, Gregory G. Wedel and G. Rainey Williams, Jr. In addition, as prescribed by the NASDAQ Marketplace Rules, these independent directors have at least one scheduled meeting without management present. See “Corporate Governance—Independent Directors’ Committee.”
In determining independence, the Board reviews whether directors have any material relationship with the Company. The Board considers all relevant facts and circumstances. In assessing the materiality of a director’s relationship to the Company, the Board considers the issues from the director’s standpoint and from the perspective of the persons or organizations with which the director has an affiliation and is guided by the standards set forth below. The Board reviews commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships. An independent director must not have any material relationship with the Company, directly or as a partner, shareholder or officer of an organization that has a relationship with the Company, or any relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
A director will not be considered independent in the following circumstances:
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For these purposes, an “immediate family member” includes a director’s spouse, parents, children, siblings, mother-and father-in-law, sons-and daughters-in-law, brothers-and sisters-in-law, and anyone who shares the director’s home.
Board Refreshment and Assessment
Effective Board refreshment and assessment processes are an integral part of corporate governance. The Company’s age limit for directors is 79 years old, so there is an ongoing need to identify and consider new director candidates. The Board Issues Committee is responsible for identifying director candidates, assessing the skills and performance of continuing directors, and recommending candidates for nomination to the Independent Directors Committee for their consideration as directors for the annual election and filling any Board vacancies.
Director Qualifications
The Company has no specified Board membership criteria that apply to nominees recommended for a position on the Company’s Board. However, members of the Board should have the highest professional and personal ethics and values, consistent with the Company’s
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longstanding values and standards. They should also have broad experience at the policy-making level in business, government, education, technology or public service. In addition, directors should represent a diversity of viewpoints, backgrounds, experiences, gender and other demographics. They should be committed to enhancing shareholder value and should have sufficient time to carry out their duties and to provide insight and practical wisdom based on experience. Directors’ service on other boards of public companies should be limited to a number that permits them, given their individual circumstances, to perform responsibly all director duties.
Identifying and Evaluating Candidates for Directors
Candidates may come to the attention of the Board Issues Committee through current Board members, shareholders or other persons. Identified candidates may be considered at any point during the year. As described below, the Independent Directors’ Committee will consider properly submitted shareholder recommendations for candidates for the Board to be included in the Company’s proxy statement. In making its nominations, the Independent Directors’ Committee seeks to achieve a diversity of backgrounds, experience, skill-sets, ethnicity and gender on the Board.
Shareholder Recommendations
The policy of the Independent Directors’ Committee is to consider properly submitted shareholder recommendations of candidates for membership on the Board as described above under “Identifying and Evaluating Candidates for Directors.” In evaluating any such recommendations, the Independent Directors’ Committee will consider the balance of knowledge, experience and capability on the Board and will address the membership criteria set forth above under “Director Qualifications.” Any shareholder recommendations proposed for consideration by the Independent Directors’ Committee should include the candidate’s name and qualifications for Board membership and should be addressed to the Secretary pursuant to the procedure described under the heading “Proposals for the 2021 Meeting of Shareholders.”
Skillset of Director Nominees
The Company believes the following skills should be represented in its Board of Directors to help ensure the success of the Company.
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To ensure that the Board has an appropriate mix of skills and experiences, the Board Issues Committee has prepared and evaluated the skill matrix below for the directors nominated for election. The skills listed were limited to three top skills for each director.
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Directors of BancFirst Corporation
The following information about each nominee for director to our Board, includes their business experience, director positions held currently or at any time during the last five years, and the experiences, qualifications, attributes or skills that caused the Independent Directors’ Committee and our Board to determine that each individual should serve as one of our directors. The following information is current as of April 9, 2020:
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Board Structure and Committee Composition
As of the date of this proxy statement, our Board has 22 directors and the following five standing committees: (1) Executive Committee, (2) Audit Committee, (3) Compensation Committee, (4) Independent Directors’ Committee, and (5) Board Issues Committee. The committee membership and meetings during the last fiscal year and the function of each of the standing committees are described below. During fiscal 2019, the Board held 13 meetings. Each current director attended at least 75% of all Board and applicable standing committee meetings, with the exception of Joe R. Goyne, who missed one meeting since he joined the Board in October 2019. Directors are encouraged to attend annual meetings of the Company’s shareholders. All then-current directors, with the exception of Frank Keating, Bill G. Lance and Michael S. Samis, attended the previous annual meeting of shareholders.
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Name of Director | Executive | Audit | Compensation | Independent Directors | Board Issues |
Dennis L. Brand | Chairman |
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C. L. Craig, Jr. |
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James R. Daniel (1) | Member |
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F. Ford Drummond |
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Roy C. Ferguson (2) | Member |
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Joseph Ford |
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Joe R. Goyne |
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K. Gordon Greer (3) | Member |
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David R. Harlow | Member |
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William R. Johnstone |
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Frank Keating |
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Bill G. Lance |
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Dave R. Lopez |
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William Scott Martin |
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Tom H. McCasland, III |
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Ronald J. Norick |
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David E. Rainbolt | Member |
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H. E. Rainbolt | Member |
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Robin Roberson |
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Michael S. Samis |
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Darryl W. Schmidt | Member |
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Natalie Shirley |
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Michael K. Wallace |
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Gregory G. Wedel |
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G. Rainey Williams, Jr. |
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Meetings in fiscal 2019 | 16 | 13 | 1 | 1 | 1 |
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Board Leadership Structure and Risk Oversight
The Company’s senior leadership is shared between two positions — the Chief Executive Officer and the Executive Chairman of the Board. Separating these positions allows the Company’s Chief Executive Officer to focus on the Company’s day-to-day business, while allowing the Executive Chairman of the Board to lead the Company’s Board in its fundamental role of oversight of management. The Company believes that, generally, the separated role of Executive Chairman and Chief Executive Officer provides an appropriate balance between leadership and independent oversight. However, the Company’s bylaws do not require separation of the offices of Executive Chairman and Chief Executive Officer, and the Board believes this determination should be made in the Company’s best interests based on the circumstances at the time.
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In deciding which board leadership structure it believes will provide the most effective leadership and board oversight for the Company, the Board considers a range of factors. The factors include, but are not limited to: the Company’s operating and financial performance under the existing board leadership structure; recent or anticipated changes in the CEO role; and the effectiveness of current processes and structures for Board interaction with and oversight of management. The Board will continue to exercise its judgment periodically to determine the board leadership structure that it believes will provide appropriate leadership, direction and oversight, while facilitating the effective functioning of both the Board and management.
The Board is charged with general oversight of the management of the Company’s risks. The Board considers risks, as appropriate, among other factors in reviewing the Company’s strategy, business plan, budgets and major transactions. Each of the Board’s committees assists the Board in overseeing the management of the Company’s risks within the areas delegated to the committee. In particular, the Executive Committee assists the Board by reviewing reports from management on at least an annual basis on the risks facing the Company, management’s actions to address those risks and the Company’s risk management processes. Following its reviews of the reports, the Executive Committee reports the results of its reviews to the full Board. The Audit Committee assists the Board with oversight of operational and compliance risk by reviewing internal audit reports from the Company’s Chief Internal Auditor. The Compensation Committee oversees risks related to the Company’s compensation programs and policies and meets at least annually with the Executive Chairman to discuss such risks. The BancFirst Senior Loan Committee is responsible for the oversight of credit risk of BancFirst, on which it reports monthly to the Board. The BancFirst Administrative Committee assists the Board and BancFirst executive management with the oversight of risks other than credit risk.
The Executive Committee has the authority to exercise all the powers of the full Board during the intervals between Board meetings, except the power to amend the Bylaws and those powers specifically delegated to other committees of the Board. Members of the Executive Committee in 2019 were Dennis L. Brand (Chairman), James R. Daniel, Roy C. Ferguson, K. Gordon Greer, David R. Harlow, David E. Rainbolt, H. E. Rainbolt and Darryl W. Schmidt.
The Audit Committee of the Company also serves as the Audit Committee of BancFirst. The Audit Committee is responsible for conducting an annual examination of the Company and for ensuring that adequate internal controls and procedures are maintained. An independent registered public accounting firm is engaged to conduct the annual examination and the Audit Committee meets with the independent registered public accounting firm to discuss the scope and results of the examination. The Chief Internal Auditor and the Executive Vice President of Asset Quality report to the Audit Committee, and the Chief Risk Officer meets with the Audit Committee representing management.
Members of the Audit Committee in 2019 were F. Ford Drummond, Joseph Ford, Robin Roberson and Gregory G. Wedel (Chairman). The Board has determined that each such member of the Audit Committee was independent pursuant to applicable NASDAQ and SEC rules. The Board also determined that Mr. Wedel is an audit committee financial expert as defined by applicable SEC rules. The Audit Committee has a written Audit Committee Charter. The charter is available on the Company’s website under Investor Relations. A free printed copy is available to any shareholder who requests it from the Secretary at the address on the cover of this Proxy Statement. The report of the Audit Committee is included herein under the heading “Audit Committee Report”.
The Compensation Committee of the Company determines the compensation of the Chief Executive Officers of BancFirst Corporation and BancFirst, and reviews and approves the compensation of the other executive officers of the Company. During 2019, the Compensation Committee was composed of F. Ford Drummond, Joseph Ford and G. Rainey Williams, Jr. (Chairman), each of whom has been determined by the Board to be independent directors under applicable NASDAQ and SEC standards. The report of the Compensation Committee is included herein under the heading “Compensation Committee Report”. The Compensation Committee has a written charter. The charter is available on the Company’s website under Investor Relations. A free printed copy is available to any shareholder who requests it from the Secretary at the address on the cover of this Proxy Statement.
Independent Directors’ Committee
The Independent Directors’ Committee meets at least annually in executive session to discuss significant matters and review the actions of management of the Company, and serves as the Board’s nominating committee. The Independent Directors’ Committee consists of those directors who meet the applicable NASDAQ and SEC independence requirements, which during 2019 were C. L. Craig, Jr., F. Ford Drummond, Joseph Ford, Frank Keating, Bill G. Lance, Dave R. Lopez, William Scott Martin, Tom H. McCasland III, Ronald J. Norick, Robin Roberson, Michael S. Samis, Natalie Shirley, Michael K. Wallace, Gregory G. Wedel and G. Rainey Williams, Jr. The
20
Independent Directors’ Committee has a written charter. The charter is available on the Company’s website under Investor Relations. A free printed copy is available to any shareholder who requests it from the Secretary at the address on the cover of this Proxy Statement.
Executive sessions of the Independent Directors Committee are held at least once a year. The sessions are scheduled and chaired by the lead independent director, who in 2019 was G. Rainey Williams, Jr. Any independent director may request that an additional executive session be scheduled.
The Board Issues Committee considers matters regarding membership, processes, education, and compensation of the Board itself. The Board Issues Committee makes recommendations regarding these matters to the Independent Directors Committee and the full Board for approval. During 2019 the members of the Board Issues Committee were David E. Rainbolt (Chairman), H.E. Rainbolt and G. Rainey Williams, Jr. (lead independent director). The Board Issues Committee meets at least annually, but may meet more frequently as its members consider necessary. It met once in 2019.
In addition to the foregoing standing committees of the Board, BancFirst has the following standing management committees:
Senior Loan Committee of BancFirst
The Senior Loan Committee of BancFirst is a management committee that assists the Board and executive management with the administration of corporate credit policies and procedures, and evaluates loans within its designated policy guidelines. During 2019 the members of the Senior Loan Committee were Dennis L. Brand, James R. Daniel, Roy C. Ferguson (Chairman), K. Gordon Greer, David R. Harlow, David E. Rainbolt, H.E. Rainbolt and Darryl W. Schmidt. The Senior Loan Committee generally met weekly during 2019.
Asset/Liability Committee of BancFirst
The Asset/Liability Committee (ALCO) of BancFirst is a management committee that administers BancFirst’s corporate investment and asset/liability management policies and procedures, and manages BancFirst’s liquidity, interest rate risk and market risk. During 2019, the members of the ALCO were Dennis L. Brand, Randy Foraker, David R. Harlow, Kevin Lawrence, Robert M. Neville (Chairman), David E. Rainbolt and Darryl W. Schmidt. The ALCO generally meets monthly.
Administrative Committee of BancFirst
The Administrative Committee of BancFirst is a management committee that assists the Board and executive management with administration of corporate policies and procedures, oversight of risks other than credit risk, and with other matters concerning the management of BancFirst’s business. During 2019, the members of the Administrative Committee were Dennis L. Brand, Scott Copeland, James R. Daniel, Paul D. Fleming, Randy Foraker, Kelly Foster, D. Jay Hannah, David R. Harlow, Kevin Lawrence, Robert M. Neville, David E. Rainbolt (Chairman), Darryl W. Schmidt, Dara Wanzer, Jennifer Weast and David Westman. The Administrative Committee generally meets monthly.
Shareholder Communications with the BoardBOARD
Shareholders and other interested parties may communicate with one (1) or more members of the Board in writing by regular mail. The following address may be used by those who wish to send such communications:
Board of Directors
c/o Secretary
BancFirst Corporation
101 N. Broadway
Oklahoma City, Oklahoma 73102
Such communication should be clearly marked “Shareholder-Board Communication.Communication.” The communication must indicate whether it is meant to be distributed to the entire Board or to specific members of the Board and must state the number of shares beneficiallyof common stock beneficially owned by the shareholder making the communication. The Secretary has the authority to disregard any inappropriate communications. If deemed an appropriate communication, the Secretary will submit the correspondence to the Executive Chairman of the Board or to any specific director to whom the correspondence is directed.
216
COMPENSATION COMMITTEE REPORTSTOCK OWNERSHIP
The Compensation CommitteeCertain Beneficial Owners
Unless otherwise indicated, the following table sets forth information as of October 30, 2020, with respect to any person who is known by the Company to be the beneficial owner of more than 5% of the Board evaluatesCompany’s common stock, which is the Company’s only class of voting securities.
Name and Address of Beneficial Owner |
| Amount and Nature of Beneficial Ownership |
| Percent of Class |
| |
David E. Rainbolt P.O. Box 26788 Oklahoma City, OK 73126 |
| 5,541,924 | (1) |
| 16.96% |
|
|
|
|
|
|
|
|
Leslie J. Rainbolt P.O. Box 26788 Oklahoma City, OK 73126 |
| 5,357,500 | (2) |
| 16.39% |
|
|
|
|
|
|
|
|
BancFirst Corporation Employee Stock Ownership Plan (the “ESOP”) and BancFirst Corporation Thrift Plan (the “Thrift Plan”) together the “Retirement Plans” P.O. Box 26788 Oklahoma City, OK 73126 |
| 1,888,871 | (3) |
| 5.78% |
|
|
|
|
|
|
|
|
Investors Trust Company 1202 North Tenth Street Duncan, OK 73533 |
| 1,910,283 | (4) |
| 5.85% |
|
|
|
|
|
|
|
|
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355 |
| 2,009,538 |
|
| 6.15% |
|
(1) | Shares shown as beneficially owned by David E. Rainbolt include 5,357,500 shares held by BF Bank Partners LP, a family partnership of which Mr. Rainbolt is the managing partner and 68,424 shares held by the Retirement Plans for the accounts of Mr. Rainbolt. |
(2) | Shares shown as beneficially owned by Leslie J. Rainbolt include 5,357,500 shares held by Main Street Banking Partners, LP, a family partnership of which Mrs. Rainbolt is the managing partner. David E. Rainbolt is a co-managing partner. |
(3) | Includes 1,679,903 shares (5.14%) held by the ESOP and 208,968 shares held by the Thrift Plan (0.64%). The Retirement Plans are both administered by the Company’s Retirement Plan Administrative Committee. Each Retirement Plan participant may direct the Retirement Plan Administrative Committee how to vote the shares of common stock that are allocated to his or her account. The Retirement Plan Administrative Committee exercises discretion in voting any shares that are not allocated to participants’ accounts. As of October 30, 2020, participants in both Retirement Plans could direct the voting of all 0 shares held by the plans. |
(4) | Investors Trust Company, an Oklahoma-chartered trust company, acts as trustee or co-trustee of various trusts, which, in the aggregate, own these shares. Tom H. McCasland, III, a director of the Company, is a shareholder of Investors Trust Company and serves on its Board of Directors. Any voting or disposition of the Company’s common stock by Investors Trust Company is determined by its Board of Directors. No attribution of beneficial ownership of shares included as beneficially owned by Investors Trust Company has been made separately to its board members or owners, all of whom disclaim beneficial ownership of shares in such capacities. |
Because of his position with the Company and recommendshis equity ownership therein, David E. Rainbolt may be deemed to the Board, the compensationbe a “parent” of the Chief Executive Officers of BancFirst Corporation and BancFirst, considering any performance factors, market compensation information and management recommendations that it deems appropriate. The Compensation Committee also reviews and approves, at least annually, the compensationCompany for purposes of the otherSecurities Act of 1933.
As of October 30, 2020, the directors and executive officers of the Company. In connection with these duties,Company as a group (48 persons, including certain executive officers of BancFirst and Pegasus Bank), beneficially owned 12,310,388 shares of the Compensation Committee meetsCompany’s common stock (37.67% of the total shares outstanding at least annually withthat date), excluding 414,250 shares represented by options exercisable within 60 days. It is the Executive Chairman to discuss, review and evaluateintent of the relationship between our risk management policies and practicesdirectors and executive compensation arrangements. This meeting includes a reviewofficers to vote these shares (i) FOR the amendment and restatement of the structure and componentsBancFirst Corporation Stock Option Plan.
7
The following table sets forth as of our compensation arrangements,October 30, 2020, the material potential sourcesnumber of risk in our business lines and compensation arrangements and our various policies and practices that mitigate these risks. Within this framework, a varietyshares of topics are discussed, including the parameters of acceptable and excessive risk taking (recognizing that some risk taking is an inherent part of operating any business) and the general business goals and concernscommon stock owned by (i) each director of the Company, including the need to attract, retain(ii) each named executive officer, and motivate qualified executives(iii) all directors and other personnel.
The Compensation Committee believes that our overall compensation practices for our executive officers which include the following elements, limit the ability of executive officers to benefit from taking unnecessary or excessive risks:
executive compensation that is heavily weighted toward fixed salaries;
maximum payouts that limit the aggregate payout potential of cash incentive compensation;
a strong alignment of risk management goals and incentive pay;
balance between short-term and long-term incentive compensation opportunities; and
the Company’s historical emphasis on character and integrity at all levels of the organization.
The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis included in this proxy statement under the heading “Executive Compensation”. Based on this review and discussion, the Compensation Committee has recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into our Annual Report on Form 10−K for the year ended December 31, 2019.
Submitted by the Compensation Committee of the Board of Directors:
G. Rainey Williams, Jr. (Chairman)
F. Ford Drummond
Joseph Ford
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Drummond, Ford and Williams currently serve on the Compensation Committee. None of these individuals is or has been an officer or associate of the Company or had any relationshipas a group, together with the Company requiredpercentage of outstanding common stock owned by each. The number of shares of common stock outstanding for each listed person includes any shares the individual has the right to be disclosed under “Transactions with Related Persons.” No executive officeracquire within 60 days after October 30, 2020. For purposes of the Company is,calculating each person’s or was during 2019, a member of the board of directorsgroup’s percentage ownership, stock options exercisable within 60 days are included for that person or compensation committee (or other committee serving an equivalent function) of another company that has, or had during 2019 an executive officer serving as a member of our Board or Compensation Committee.
The following report isgroup, but not for the Audit Committee’s activities regarding oversightstock ownership of the Company’s financial reporting and auditing process for fiscal year 2019.
Members of the Audit Committee in 2019 were F. Ford Drummond, Joseph Ford, Robin Roberson and Gregory G. Wedel (Chairman). All of the Audit Committee members are “independent directors” as defined in the Marketplace Rules of The NASDAQ Global Market. Mr. Wedel has been designated as the audit committee financial expert by the Board. The Board has adopted an Audit Committee Charter, a copy of which is available on the Company’s website under Investor Relations. The composition of the Audit Committee, the attributes of its members and the responsibilities of the Audit Committee, as reflected in its charter, are intended to be in accordance with applicable requirements for corporate audit committees.
22
As described more fully in its charter, the purpose of the Audit Committee is to assist the Board in its general oversight of the Company’s financial reporting, internal control and audit functions. Management is responsible for the preparation, presentation and integrity of the Company’s financial statements, accounting and financial reporting principles, internal controls and procedures designed to ensure compliance with accounting standards, applicable laws and regulations. The Company’s independent registered public accounting firm is responsible for expressing an opinion on the conformity of the Company’s audited financial statements to generally accepted accounting principles.any other person or group.
The Audit Committee is not intended to duplicate or to certify the activities of management and the independent registered public accounting firm, nor can the Audit Committee certify that the independent registered public accounting firm is “independent” under applicable rules. The Audit Committee serves a board-level oversight role, in which it provides advice, counsel and direction to management and the independent registered public accounting firm on the basis of the information it receives, discussions with management and the auditor, and the experience of the Audit Committee’s members in business, financial and accounting matters.
Among other matters, the Audit Committee monitors the activities and performance of the Company’s internal auditors and independent registered public accounting firm, including the audit scope, external audit fees, auditor independence matters and the extent to which the independent registered public accounting firm may be retained to perform non-audit services. The Audit Committee and the Board have ultimate authority and responsibility to select, evaluate and, when appropriate, replace the Company’s independent registered public accounting firm. The Audit Committee also reviews the results of the internal and external audit work with regard to the adequacy and appropriateness of the Company’s financial, accounting and internal controls. Management’s and the independent registered public accounting firm’s presentations to, and discussions with, the Audit Committee also cover various topics and events that may have significant financial impact or are the subject of discussions between management and the independent registered public accounting firm. In addition, the Audit Committee generally oversees the Company’s internal compliance programs.
The Audit Committee has reviewed and discussed the consolidated financial statements with management and the independent registered public accounting firm. Management represented to the Audit Committee that the Company’s consolidated financial statements were prepared in accordance with generally accepted accounting principles, and the independent registered public accounting firm represented that its presentations to the Audit Committee included the matters required to be discussed with the independent registered public accounting firm by the Public Company Accounting Oversight Board and the Securities and Exchange Commission.
The Company’s independent registered public accounting firm also provided the Audit Committee with the formal written statement and the letter required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the audit committee concerning independence, and has discussed with the independent accountant the independent accountant’s independence. The Audit Committee discussed with the auditors any relationships that may have an impact on their objectivity and independence and satisfied itself as to the auditors’ independence.
Following the Audit Committee’s discussions with management and the independent registered public accounting firm, the Audit Committee recommended that the Board of Directors include the audited consolidated financial statements in the Company’s annual report on Form 10-K for the year ended December 31, 2019.
Submitted by the Audit Committee of the Board of Directors:
Gregory G. Wedel (Chairman)
F. Ford Drummond
Joseph Ford
|
| Amount of Beneficial Ownership |
|
| Percent of Class |
| ||
Dennis L. Brand |
| 31,700 | (1) |
|
| * |
| |
C. L. Craig, Jr. |
|
| 51,740 |
|
|
| * |
|
F. Ford Drummond |
| 26,000 | (2) |
|
| * |
| |
Joseph Ford |
| 7,500 | (3) |
|
| * |
| |
Joe R. Goyne |
| 4,000 |
|
|
| * |
| |
David R. Harlow |
| 35,426 | (4) |
|
| * |
| |
William O. Johnstone |
| 16,216 | (5) |
|
| * |
| |
Frank Keating |
| 20,000 | (6) |
|
| * |
| |
Bill G. Lance |
| 2,900 | (7) |
|
| * |
| |
Kevin Lawrence |
| 62,921 | (8) |
|
| * |
| |
Dave R. Lopez |
| 10,000 | (9) |
|
| * |
| |
William Scott Martin |
| 397,904 | (10) |
|
| 1.22% |
| |
Tom H. McCasland, III |
| 259,954 | (11) |
|
| * |
| |
Ronald J. Norick |
| 36,000 | (12) |
|
| * |
| |
David E. Rainbolt |
| 5,541,924 | (13) |
|
| 16.96% |
| |
H. E. Rainbolt |
| 40,806 |
|
|
| * |
| |
Robin Roberson |
| (14) | * | |||||
Darryl W. Schmidt | 57,612 | (15) | * | |||||
Natalie Shirley | 26,000 | (16) | * | |||||
Michael K. Wallace | 23,400 | (17) | * | |||||
Gregory G. Wedel | 22,000 | (18) | * | |||||
G. Rainey Williams, Jr. | 64,600 | * | ||||||
All directors and executive officers as a group (48 persons) | 12,724,638 | 38.45% |
* Percent of class is less than 1%
(1) | Includes 5,700 shares held by the Retirement Plans for the accounts of Mr. Brand. |
(2) | Includes 20,000 shares Mr. Drummond has the right to acquire upon the exercise of options exercisable within 60 days after October 30, 2020. |
(3) | Consists of shares Mr. Ford has the right to acquire upon the exercise of options exercisable within 60 days after October 30, 2020. |
(4) | Includes 8,426 shares held by the Retirement Plans for the accounts of Mr. Harlow and 20,000 shares Mr. Harlow has the right to acquire upon the exercise of options exercisable within 60 days after October 30, 2020. |
(5) | Includes 8,870 shares owned by a company that Mr. Johnstone controls and 7,346 shares held by the ESOP for the account of Mr. Johnstone. |
(6) | Consists of shares Mr. Keating has the right to acquire upon the exercise of options exercisable within 60 days after October 30, 2020. |
(7) | Includes 2,500 shares Mr. Lance has the right to acquire upon the exercise of options exercisable within 60 days after October 30, 2020. |
(8) | Includes 1,171 shares held by the ESOP for the account of Mr. Lawrence and 61,750 shares Mr. Lawrence has the right to acquire upon the exercise of options exercisable within 60 days after October 30, 2020. |
(9) | Consists of shares Mr. Lopez has the right to acquire upon the exercise of options exercisable within 60 days after October 30, 2020. |
(10) | Includes 5,000 shares Mr. Martin has the right to acquire upon the exercise of options exercisable within 60 days after October 30, 2020. |
(11) | Includes 6,844 shares held directly by Mr. McCasland’s wife and 253,110 shares held by three trusts of which Mr. McCasland is the trustee. |
(12) | Consists of shares held by a partnership of which Mr. Norick is a general partner. |
(13) | Includes 5,357,500 shares held by BF Bank Partners LP, a family partnership of which Mr. Rainbolt is the managing partner, and 68,424 shares held by the Retirement Plans for the accounts of Mr. Rainbolt. |
8
(14) | Consists of shares Ms. Roberson has the right to acquire upon the exercise of options exercisable within 60 days after October 30, 2020. |
(15) | Includes 6,612 shares held by the ESOP for the account of Mr. Schmidt. Mr. Schmidt has a $454,150 loan with Emprise Bank, in which 35,000 shares of the |
(16) | Includes 20,000 shares Ms. Shirley has the right to acquire upon the exercise of options exercisable within 60 days after October 30, 2020. |
(17) | Includes 20,000 shares Mr. Wallace has the right to acquire upon the exercise of options exercisable within 60 days after October 30, 2020. |
(18) | Includes 20,000 shares Mr. Wedel has the right to acquire upon the exercise of options exercisable within 60 days after October 30, 2020. |
9
BANCFIRST CORPORATION STOCK OPTION PLAN
1. | PURPOSE. This Amended and |
The Plan is intended to incent long-term employment with the Company, and encourage ownership of Company Common Stock by certain key employees and officers of the Company and its subsidiaries, in order to increase their proprietary interest in the Company's success.
The Plan is intended to comply with Section 409A of the Code.
| DEFINITIONS. As used herein, the |
2.1. | “Board of |
2.2. | “Charity” shall mean any organization that has been recognized by the |
|
| “Code” shall mean the U.S. Internal Revenue Code of 1986, as amended. |
2.5. |
|
| 2.6. | “Continuous Service” shall mean, with respect to |
2.7. | “Date of Grant” shall mean the date of the approval by the Committee of a Stock Option granted hereunder as |
Name |
|
| Age |
|
| Executive Officer Since |
| Position |
David E. Rainbolt |
| 64 |
|
| 1984 |
| Executive Chairman; Executive Chairman, BancFirst | |
David R. Harlow |
| 57 |
|
| 1999 |
| President and Chief Executive Officer | |
Dennis L. Brand |
| 72 |
|
| 1992 |
| Vice Chairman | |
James R. Daniel |
| 80 |
|
| 1997 |
| Vice Chairman | |
William O. Johnstone |
| 72 |
|
| 1996 |
| Vice Chairman | |
Scott Copeland |
| 55 |
|
| 1992 |
| Executive Vice President and Head of Operations, BancFirst | |
Roy C. Ferguson |
| 73 |
|
| 1992 |
| Executive Vice President and Chief Credit Officer, BancFirst | |
Paul Fleming |
| 69 |
|
| 2006 |
| Executive Vice President and Chief Internal Auditor, BancFirst | |
Randy Foraker |
| 64 |
|
| 1987 |
| Executive Vice President, Chief Risk Officer and Secretary | |
Kelly Foster |
| 51 |
|
| 1998 |
| Executive Vice President and Chief Compliance Officer, BancFirst | |
D. Jay Hannah |
| 64 |
|
| 1984 |
| Executive Vice President of Financial Services, BancFirst | |
Kevin Lawrence |
| 41 |
|
| 2013 |
| Executive Vice President, Chief Financial Officer and Treasurer | |
Robert M. Neville |
| 64 |
|
| 1986 |
| Executive Vice President of Investments, BancFirst | |
Kendal W. Starks |
| 66 |
|
| 1986 |
| Executive Vice President and Director of Community Banking, BancFirst | |
David Westman |
| 64 |
|
| 2006 |
| Executive Vice President and Chief Technology Officer, BancFirst | |
Darryl W. Schmidt |
| 57 |
|
| 2002 |
| President and Chief Executive Officer, BancFirst | |
Greg Diehl |
| 50 |
|
| 2020 |
| Senior Vice President and Chief Internal Auditor, BancFirst | |
Brian Pierson |
| 64 |
|
| 2020 |
| Senior Vice President and Assistant Secretary | |
Dara Wanzer |
| 48 |
|
| 2017 |
| Senior Vice President of Human Resources, BancFirst | |
Jennifer Weast |
| 56 |
|
| 1995 |
| Senior Vice President and Controller | |
Joe R. Goyne |
| 74 |
|
| 2019 |
| Chairman and Chief Executive Officer, Pegasus Bank | |
Harry M. Smith |
| 53 |
|
| 2019 |
| President, Pegasus Bank | |
John Anderson |
| 64 |
|
| 2011 |
| Regional Executive, BancFirst | |
John Barton |
| 65 |
|
| 2017 |
| Regional Executive, BancFirst | |
Mark Brace |
| 61 |
|
| 2019 |
| Regional Executive, BancFirst | |
Mark Gish |
| 65 |
|
| 2017 |
| Regional Executive, BancFirst | |
Karen James |
| 64 |
|
| 1984 |
| Regional Executive, BancFirst | |
Marion McMillan |
| 67 |
|
| 1998 |
| Regional Executive, BancFirst | |
Jim Pratt |
| 63 |
|
| 2019 |
| Regional Executive, BancFirst | |
Harvey G. Robinson |
| 61 |
|
| 1997 |
| Regional Executive, BancFirst | |
John Slay |
| 55 |
|
| 2018 |
| Regional Executive, BancFirst |
|
|
|
2.11. | “NASDAQ” shall mean NASDAQ Global Market, Inc. |
2.12. | “Nonqualified Stock Option” shall mean a Stock Option that is not intended to |
A-1
2.13. | “Option Exercise Price” shall mean the price paid for shares of Common Stock upon the exercise of a Stock Option granted hereunder. |
2.14. | “Optionee” shall mean any person entitled to
|
Name and Principal Position |
| Year |
| Salary ($) |
|
| Performance-based Incentive Pay ($) |
| Option Awards ($) |
|
| Non-qualified Deferred Compensation Earnings ($) |
| All Other Compensation ($) (2) |
| Total ($) |
| ||||||
David R. Harlow (6) |
| 2019 |
| $ | 535,000 |
|
| $ | 107,000 |
|
| — |
|
| $ | 39,093 | (1) | $ | 30,189 | (3)(4) | $ | 711,282 |
|
CEO |
| 2018 |
| $ | 500,000 |
|
| $ | 100,000 |
|
| — |
|
| $ | 35,594 | (1) | $ | 28,211 | (3)(4) | $ | 663,805 |
|
|
| 2017 |
| $ | 412,662 |
|
| $ | 90,640 | (5) |
| — |
|
| $ | 33,144 | (1) | $ | 23,888 | (3)(4) | $ | 560,334 |
|
Kevin Lawrence |
| 2019 |
| $ | 300,000 |
|
| $ | 60,000 |
|
| — |
|
|
| — |
| $ | 21,060 |
| $ | 381,060 |
|
Executive Vice President |
| 2018 |
| $ | 275,000 |
|
| $ | 55,000 |
|
| — |
|
|
| — |
| $ | 19,992 |
| $ | 349,992 |
|
and CFO |
| 2017 |
| $ | 250,000 |
|
| $ | 50,000 |
|
| — |
|
|
| — |
| $ | 16,416 |
| $ | 316,416 |
|
David E. Rainbolt (6) |
| 2019 |
| $ | 400,000 |
|
| $ | 80,000 |
|
| — |
|
|
| — |
| $ | 47,458 | (3) | $ | 527,458 |
|
Executive Chairman |
| 2018 |
| $ | 400,000 |
|
| $ | 80,000 |
|
| — |
|
|
| — |
| $ | 43,428 | (3) | $ | 523,428 |
|
|
| 2017 |
| $ | 433,462 |
|
| $ | 85,000 |
|
| — |
|
|
| — |
| $ | 37,600 | (3) | $ | 556,062 |
|
Dennis L. Brand (6) |
| 2019 |
| $ | 375,000 |
|
| $ | 75,000 |
|
| — |
|
|
| — |
| $ | 33,384 | (3)(4) | $ | 483,384 |
|
Chairman of the Executive |
| 2018 |
| $ | 400,000 |
|
| $ | 80,000 |
|
| — |
|
|
| — |
| $ | 32,249 | (3)(4) | $ | 512,249 |
|
Committee |
| 2017 |
| $ | 475,769 |
|
| $ | 85,000 |
|
| — |
|
|
| — |
| $ | 29,223 | (3)(4) | $ | 589,992 |
|
Darryl W. Schmidt (6) |
| 2019 |
| $ | 535,000 |
|
| $ | 107,000 |
|
| — |
|
| $ | 38,748 | (1) | $ | 27,885 | (3)(4) | $ | 708,633 |
|
President and |
| 2018 |
| $ | 500,000 |
|
| $ | 100,000 |
|
| — |
|
| $ | 35,280 | (1) | $ | 26,120 | (3)(4) | $ | 661,400 |
|
CEO of BancFirst |
| 2017 |
| $ | 412,662 |
|
| $ | 87,000 |
|
| — |
|
| $ | 32,865 | (1) | $ | 21,784 | (3)(4) | $ | 554,311 |
|
2.15. |
|
| 2.16. | “Subsidiary” shall mean a subsidiary company, whether now or hereafter existing, of the
|
3.ADMINISTRATION.
|
| Earned or |
|
| Stock |
|
| Option |
|
| All Other |
|
|
|
|
| ||||
|
| Paid in Cash |
|
| Awards |
|
| Awards |
|
| Compensation |
|
| Total |
| |||||
Name |
| ($) |
|
| ($)(1) |
|
| ($)(2) |
|
| ($) |
|
| ($) |
| |||||
C. L. Craig, Jr. |
| $ | 24,000 |
|
| $ | 10,025 |
|
| — |
|
| — |
|
| $ | 34,025 |
| ||
James R. Daniel(6) |
| $ | 1,000 |
|
| — |
|
| — |
|
| — |
|
| $ | 1,000 |
| |||
F. Ford Drummond |
| $ | 37,500 |
|
| $ | 9,615 | (7) |
| — |
|
| — |
|
| $ | 47,115 |
| ||
Joseph Ford |
| — |
|
| $ | 44,913 |
|
| — |
|
| — |
|
| $ | 44,913 |
| |||
Joe R. Goyne |
| — |
|
| $ | 500 |
|
| — |
|
| — |
|
| $ | 500 |
| |||
William R. Johnstone |
| $ | 2,000 |
|
| — |
|
| — |
|
| — |
|
| $ | 2,000 |
| |||
Frank Keating |
| $ | 24,000 |
|
| — |
|
|
| — |
|
| — |
|
| $ | 24,000 |
| ||
Bill G. Lance |
|
| — |
|
| $ | 24,388 |
|
| — |
|
| — |
|
| $ | 24,388 |
| ||
Dave R. Lopez |
| $ | 22,500 |
|
| $ | 1,807 |
|
| — |
|
| — |
|
| $ | 24,307 |
| ||
William Scott Martin |
| $ | 24,000 |
|
|
| — |
|
| — |
|
|
|
|
| $ | 24,000 |
| ||
Tom H. McCasland, III |
| — |
|
| $ | 62,726 | (7) |
| — |
|
| — |
|
| $ | 62,726 |
| |||
Ronald J. Norick |
| $ | 24,000 |
|
| — |
|
| — |
|
| — |
|
| $ | 24,000 |
| |||
H. E. Rainbolt |
| $ | 100,000 | (5) |
| — |
|
| — |
|
| — |
|
| $ | 100,000 |
| |||
Laura J. Ratliff |
| — |
|
| — |
|
| — |
|
| $ | 18,000 | (4) |
| $ | 18,000 |
| |||
Robin Roberson |
| $ | 25,500 |
|
| $ 17,147 |
|
| — |
|
| — |
|
| $ | 42,647 |
| |||
Michael S. Samis |
| $ | 24,000 |
|
| — |
|
| — |
|
| — |
|
| $ | 24,000 |
| |||
Natalie Shirley |
| — |
|
| $ | 31,221 |
|
| — |
|
| — |
|
| $ | 31,221 |
| |||
Michael K. Wallace |
| $ | 24,000 |
|
| — |
|
| — |
|
| $ | 2,000 | (3) |
| $ | 26,000 |
| ||
Gregory G. Wedel |
| — |
|
| $ | 68,597 |
|
| — |
|
| — |
|
| $ | 68,597 |
| |||
G. Rainey Williams, Jr. |
| $ | 69,500 |
|
| $ | 10,670 |
|
| — |
|
| $ | 18,000 | (4) |
| $ | 98,170 |
|
3.1 |
|
Subject to
|
(a) | to determine the Option Exercise Price, which shall be equal to the Fair Market Value of the Common Stock in accordance with the definition of such term contained herein; |
(b) | to select the Employees to whom Stock Options may from time to time be granted hereunder; |
(c) | to determine whether and |
| (d) | to determine the number of shares of |
(f) | to determine when and under what circumstances the Option Exercise Price may be settled in cash or other consideration instead of Common Stock; |
(g) | to construe and to interpret the terms and the conditions of the |
(h) | to adopt and to revise any regulations and rules as the Committee may deem necessary or advisable to administer the Plan. |
Notwithstanding anything else contained herein, except for |
3.2. | EFFECT OF DECISIONS. All constructions, decisions, determinations and interpretations of the Committee shall be final and binding upon all persons having an interest in the |
|
| Amount of Beneficial Ownership |
|
| Percent of Class |
| ||
Dennis L. Brand |
| 30,570 | (1) |
|
| * |
| |
C. L. Craig, Jr. |
|
| 51,740 |
|
|
| * |
|
F. Ford Drummond |
| 26,000 | (2) |
|
| * |
| |
Joseph Ford |
| 5,000 | (3) |
|
| * |
| |
Joe R. Goyne |
| 3,500 |
|
|
| * |
| |
David R. Harlow |
| 35,240 | (4) |
|
| * |
| |
William O. Johnstone |
| 16,041 | (5) |
|
| * |
| |
Frank Keating |
| 20,000 | (6) |
|
| * |
| |
Bill G. Lance |
| 2,900 | (7) |
|
| * |
| |
Kevin Lawrence |
| 50,291 | (8) |
|
| * |
| |
Dave R. Lopez |
| 10,000 | (9) |
|
| * |
| |
William Scott Martin |
| 397,904 | (10) |
|
| 1.22% |
| |
Tom H. McCasland, III |
| 259,954 | (11) |
|
| * |
| |
Ronald J. Norick |
| 36,000 | (12) |
|
| * |
| |
David E. Rainbolt |
| 5,541,232 | (13) |
|
| 16.97% |
| |
H. E. Rainbolt |
| 41,006 |
|
|
| * |
| |
Robin Roberson |
| 5,000 | (14) |
|
| * |
| |
Michael S. Samis |
| 15,000 | (15) |
|
| * |
| |
Darryl W. Schmidt |
| 57,437 | (16) |
|
| * |
| |
Natalie Shirley |
| 26,000 | (17) |
|
| * |
| |
Michael K. Wallace |
| 23,400 | (18) |
|
| * |
| |
Gregory G. Wedel |
|
| 22,000 | (19) |
|
| * |
|
G. Rainey Williams, Jr. |
| 64,600 |
|
|
| * |
| |
All directors and executive officers as a group (48 persons) |
|
| 12,656,604 |
|
|
| 38.34% |
|
* Percent of class is less than 1%
EXCULPATION; INDEMNIFICATION
|
3.4. | RULE 16B-3 COMPLIANCE. With respect Optionees who are subject to |
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4. | ELIGIBILITY. The individuals that shall be eligible to participate in the Plan shall be
|
5. | STOCK. The stock subject to Stock Options and the other provisions of the Plan shall be shares of the Company’s authorized but unissued Common Stock or treasury stock, as determined by the Committee. Subject to adjustment in accordance with Section 6.9 and Section 6.10, the total number of shares of Common Stock |
6. | TERMS AND CONDITIONS OF STOCK OPTIONS. Stock Options granted pursuant to the Plan shall be evidenced by a stock option award agreement in
|
6.1. | MEDIUM AND TIME OF PAYMENT. The Option Exercise Price shall be payable in United States Dollars upon the exercise of the
|
6.2. | NUMBER OF SHARES. The Stock Option shall state the total number of shares to which it pertains. |
6.3. | OPTION EXERCISE PRICE. The Option Exercise Price shall be not less than the Fair Market Value of the Common Stock on the Date of Grant. |
6.4. | TERM OF STOCK OPTIONS. The period during which Stock Options shall be exercisable shall be fixed by the Committee, but in no event shall a Stock Option be exercisable after the expiration of fifteen (15) years from the date such Stock Option is granted. Subject to the foregoing, Stock Options shall be exercisable at such times and be subject to |
6.5. | PROCEDURE FOR EXERCISE. Any Stock Option shall be exercisable at such times, on such terms and subject to such conditions as may be |
A Stock Option shall be deemed to be exercised when notice of such exercise has been given to the Company by the person entitled to exercise the Stock Option and the Company has received full payment of the Option Exercise Price in accordance with Section 6.1. |
6.6. | DATE OF EXERCISE. Unless otherwise determined by the |
Elapsed Years from Date of Grant |
| Percent |
|
|
| Cumulative Percent |
|
less than 4 years |
| 0 | % |
|
| 0 | % |
4 but less than 5 years |
| 25 | % |
|
| 25 | % |
5 but less than 6 years |
| 25 | % |
|
| 50 | % |
6 but less than 7 years |
| 25 | % |
|
| 75 | % |
7 or more years |
| 25 | % |
|
| 100 | % |
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|
|
|
6.8. | REINSTATEMENT. Notwithstanding anything contained in Section 6, the Committee has the authority to reinstate a Stock Option forfeited under Section 6.7 if the Optionee resumes employment as an Employee within twelve (12) months following such termination; provided, however, in no event shall any |
6.9. | RECAPITALIZATION. The aggregate number of shares of Common Stock on which Stock Options may be
|
6.10. | REORGANIZATION OF COMPANY. Subject to any required action by the stockholders of the Company, if the Company shall be the surviving or resulting corporation in any merger or consolidation that does not result in change of control of the Company, any Stock Option granted hereunder shall pertain and apply to the securities to which a holder of the number of shares of Common Stock subject to the Stock Option would have been entitled. In the event of a dissolution or liquidation of the Company or a merger or consolidation in which the |
6.11. | TAX WITHHOLDING. Upon any event that requires tax withholding in connection with any Stock Option, the Company or one of its Subsidiaries shall have the right at its option: |
(a) | to require the Optionee (or the estate, personal representative or beneficiary) to pay or to provide for the payment of any taxes that the Company or one of its Subsidiaries may be required to withhold with respect to such event; or |
(b) | to deduct from any amount otherwise payable in cash to the Optionee (or the estate, personal representative or beneficiary) the amount of any taxes that the Company or one of its Subsidiaries may be required to withhold with respect to such event. |
In any case where tax is required to be withheld in connection with the delivery of securities under the Plan, the Committee may in its sole discretion (subject to applicable laws, regulations and rules) require or grant the Optionee (or the estate, personal representative or beneficiary) the right to elect, pursuant to such regulations and such rules as may be established by the Committee and subject to such conditions as may be established by the Committee, that the Company reduce the number of shares of Common Stock to be delivered by (or otherwise reacquire from the such person) the appropriate number of shares of Common Stock, valued at a consistent manner with the Fair Market Value or at the |
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6.12. | ASSIGNABILITY. Except as provided in this Section 6.12, no Stock Option shall be assignable or transferable except as follows: |
(a) | by will or by the laws of |
(b) | for the purpose of making a charitable gift as permitted by Section 6.16. |
(c) | to the Optionee as trustee or to the Optionee and one or more others as co-trustees, of a revocable trust that allows the Optionee to amend or revoke the trust at any time. If the Optionee relinquishes such Optionee’s power to amend or revoke the trust or resigns as a trustee, the Optionee shall withdraw the Stock Option from the trust prior to the relinquishment of such power or such Optionee’s resignation as trustee and shall re-vest title to the Stock Option in the Optionee’s individual name. If the trust becomes irrevocable due to the death of the Optionee, the successor or remaining trustee(s) shall have the same power to exercise the Stock Option under Section 6.7 as the personal representative. If the Optionee becomes incapacitated, the date of incapacity shall be deemed for purposes of this Plan as the date of termination of employment under Section 6.6 (whether or not Optionee’s employment has actually terminated), and the successor or remaining trustee(s) of the trust shall have the same right to exercise the Stock Option as a terminated Optionee has under Section 6.7. The Optionee as trustee and any successor or remaining trustee(s) shall be bound by all the terms and conditions of the Plan and the stock option award agreement delivered by the Company to the Optionee under this Plan. |
(d) | to the extent set forth in the stock option aware agreement governing such Stock Option. |
6.13. | OPTIONEE'S AGREEMENT. If, at the time of the exercise of any Stock Option, it is necessary or desirable, in order to comply with any applicable laws, rules or regulations relating to the sale of securities, that the Optionee exercising the Stock Option shall agree that such Optionee will purchase the shares that are subject to the Stock Option for investment and not with any present intention to resell the same, the Optionee will, upon the request of the Company, execute and deliver to the Company an agreement to such effect. |
6.14. | RIGHTS AS A STOCKHOLDER. An Optionee shall have no rights as a stockholder with respect to shares covered by his Stock Option until the date of issuance of the shares to him and only after such shares are fully paid. |
6.15. | OTHER PROVISIONS. The stock option award agreement authorized under the Plan may contain such other provisions as the Committee shall deem advisable. |
6.16. | Charitable Gift. An Optionee shall be permitted to assign such Optionee’s Stock Option without consideration, either in full or in one or more partial assignments from time to time, to a Charity. Assignment(s) may be made during the Optionee’s lifetime or may be effective upon his death. If a Stock Option is assigned to a Charity, in whole or in part, it shall continue to be subject to Section 6.6 and Section 6.6, which shall thereafter apply to the same extent as if the Stock Option were still held by the Optionee himself (if the Optionee is living), or by the Optionee’s estate, personal representative or beneficiary (if the Optionee is deceased). |
7. | MARKETABILITY OF SHARES. The Common Stock is currently traded on NASDAQ. As a result, its liquidity varies widely in response to supply and demand. Consequently, the Company can give no assurances as to the marketability of shares acquired under the Plan. |
8. | TAX IMPLICATIONS. It is anticipated that Stock Options granted under the Plan will be treated as Nonqualified Stock Options by the Internal Revenue Service. As such, exercise of the Stock Option would generate a taxable event with the difference between the original Option Exercise Price and the Fair Market Value of the Common Stock at the |
9. | TERM OF PLAN. No Stock Option may be granted after December 31, 2024. |
10. | NO OBLIGATION TO EXERCISE OPTION. The granting of a Stock Option shall impose no obligation upon the Optionee to exercise such Stock Option. |
11. | COMPLIANCE WITH LAW. The Plan, the granting and the vesting of Stock Options, the offer, the issuance and the delivery of shares of Common Stock and/or the payment of money under the Plan are subject to compliance with all applicable federal and state laws, regulations and rules (including, without limitation, federal and state securities laws, regulations and rules and federal margin requirements) and to such approval by governmental, listing or regulatory authorities as may be necessary or |
A-5
advisable in connection therewith. Any person acquiring any securities under the Plan shall, if requested by the Company or one of its Subsidiaries, provide such assurances and representations as the Committee may deem necessary or advisable to assure compliance with all applicable legal and accounting requirements. |
12. | AMENDMENTS. |
12.1 | AMENDMENT AND TERMINATION. The Committee may alter, amend, discontinue, suspend or terminate the Plan or any portion thereof at any time, including any alteration, discontinuance, suspension or termination necessary to comply with any tax, securities or regulatory law or requirement or any applicable listing requirement with which the Committee intends the Plan to comply; provided, however, no such alteration, discontinuance, suspension or termination shall be made without shareholder approval if such amendment constitutes a “material amendment.” For purposes of the Plan, a “material amendment” shall mean an amendment that (a) materially increases the benefits accruing to Optionees in the Plan, (b) materially increases the number of securities that may be issued under the Plan, (c) materially modifies the requirements for participation in the Plan or (d) is otherwise deemed a material amendment by the Committee pursuant to any applicable law, regulation or rule, applicable accounting or listing standards. |
12.2 | AMENDMENTS TO OPTIONS. The Committee may not amend the terms and |
12.3 | LIMITATIONS ON AMENDMENTS TO |
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THE BOARD OF DIRECTORS
OF BANCFIRST CORPORATION
WHEREAS, the Company originally adopted the BancFirst Corporation Stock Option Plan (the “Plan”) in May 1986 to provide incentive compensation and stock ownership for key officers; and
WHEREAS, since the adoption of the Plan, there have been significant changes in stock option plan design, terms and regulation; and
WHEREAS, whereas it is considered to be advantageous and appropriate to amend and restate the Plan to (1) update the terms of the Plan, and (2) afford the Board of Directors broader authority to modify individual stock option grants within the requirements and restrictions of the NASDAQ Stock Market Rules; and
NOW, THEREFORE, BE IT RESOLVED, that the Amended and Restated BancFirst Corporation Stock Option Plan Dated be and hereby is approved.
FURTHER RESOLVED, that since the NASDAQ Stock Market Rules require shareholder approval of material amendments to stock compensation plans, a Special Meeting of Shareholders is hereby called for such purpose on December 3, 2020 at 9:00 am, and that the record date for shareholders entitled to vote at such meeting is October 30, 2020.
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FOLD AND DETACH HERE BANCFIRST CORPORATION OKLAHOMA CITY, OKLAHOMA PROXY/VOTING INSTRUCTION CARD This proxy is solicited on behalf of the Board of Directors of BancFirst Corporation for the Annual Meeting on May 23, 2019. Your vote is important! Please sign and date on the reverse side and return promptly in the enclosed envelope. The undersigned hereby appoints David Rainbolt and Randy Foraker as Proxies each with the power to appoint his substitute and each with full wer to act without the other, and hereby authorizes them to present and vote all shares of Common Stock of the undersigned of BancFirst Corporation (the “Company”) which the undersigned would be entitled to vote at the Annual Meeting of Shareholders to be held at the Skirvin Hilton Hotel, 1 Park Avenue (the corner of Park Avenue and Broadway), Oklahoma City, Oklahoma 73102, on Thursday, May 23, 2019, at 9:00 a.m. and at any and all adjournments thereof on the reverse side: (CONTINUED AND TO BE SIGNED ON THE OTHER SIDE)