UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 (d) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
On May 27, 2021, the board of directors of the Company voted to appoint Dr. Mautra Staley Jones as a director. Dr. Jones accepted the position and began her term on July 7, 2021. Her term will expire at the annual meeting of shareholders in May 2022 at which time she will stand for re-election. Dr. Jones is the Vice President for Institutional Advancement and External Affairs at Langston University, site administrator of its Oklahoma City campus and Executive Director of the Langston University Foundation. She received a Bachelor of Arts in Journalism from the University of Oklahoma, a Master of Business Adminitration from the University of Phoenix at San Diego, and a Doctor of Education from Vanderbilt University.
There are no arrangements or understandings between Dr. Jones and any other persons pursuant to which she was selected as a director and there are no transactions between the Company and Dr. Jones that would require disclosure under Item 404(a) of Regulation S-K.
Dr. Jones will serve on the Independent Directors’ Committee and will receive director’s fees and stock options from the Company as follows.
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A retainer of $1,000 per month for serving on the Company’s Board of Directors. |
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A retainer of $1,500 per month for serving on the Bank’s Board of Directors. |
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A grant of 10,000 options. |
The option grant will be pursuant to the BancFirst Corporation Non-Employee Directors’ Stock Option Plan and will be exercisable at the rate of 25% per year beginning one year from the date of grant. If a director is terminated for cause, all options will be forfeited immediately. If a director ceases to be a 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 (or 12 months in the case of termination on account of death).
Non-employee directors can elect to defer all or any portion of their cash compensation through the BancFirst Corporation Directors’ Deferred Stock Compensation Plan. Under the plan, directors of the Company may defer up to 100% of their Board fees. They are credited for each deferral with a number of stock units based on the current market price of the Company’s stock, which accumulate in an account until such time as the director terminates service as a Board member. Shares of the Company’s common stock are then distributed to the terminating director based upon the number of stock units accumulated in his or her account. Because stock units are not actual shares of the Company’s common stock, they do not have any voting rights.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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BANCFIRST CORPORATION (Registrant) |
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Date: July 9, 2021 |
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By: |
/s/ Kevin Lawrence |
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Kevin Lawrence |
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Executive Vice President Chief Financial Officer |
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