8-K 1 form8k021405.txt FORM 8-K FOR 021405 DIRECTOR DEPARTURE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2005 BOK FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Oklahoma 000-19341 73-1373454 -------- --------- ---------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) Bank of Oklahoma Tower, Boston Avenue at Second Street, Tulsa, Oklahoma 74172 (Address of principal executive offices) Registrant's telephone number, including area code: (918) 588-6000 _____________________N/A___________________________ (Former name or former address, if changes since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425). |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12). |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)). |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)). INFORMATION TO BE INCLUDED IN THE REPORT ITEM 502(b). Departure of Directors. In a letter to Mr. George Kaiser, Chairman of BOK Financial Corporation ("BOKF"), dated February 9, 2005, Mr. Luke Corbett, a current director of BOKF, respectfully declined his nomination to be elected as a director at the BOKF 2005 Annual Meeting of Shareholders. Mr. Corbett indicated that with the advent of the Sarbanes-Oxley Act and related rulemaking, the time commitment required of outside directors of public companies has increased significantly. Further, various governance advocates had expressed concerns about current CEO's serving on more than two outside boards and have advised that they intend to vote against CEO's that do so. In light of Mr. Corbett's continuing responsibilities as Chairman and Chief Executive Officer of Kerr-McGee Corporation and his duties as a director of two other publicly held companies, Mr. Corbett elected not to stand for election to BOKF's board of directors. Signature Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BOK FINANCIAL CORPORATION By: /s/ Stanley A. Lybarger -------------------------------- Stanley A. Lybarger Director, President and Chief Executive Officer Date: February 14, 2005