UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): May 26, 2022

BancFirst Corporation

(Exact name of Registrant as Specified in Its Charter)

Oklahoma	0-14384	73-1221379
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
100 N. Broadway Ave.
Oklahoma City, Oklahoma		73102-8405
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 405 270-1086

None

(Former Name or Former Address, if Changed 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1.00 Par Value Per Share	BANF	NASDAQ Global Select Market

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 5.07 Submission of Matters to a Vote of Security Holders.

On May 26, 2022, BancFirst Corporation (the “Company”) held its annual meeting of shareholders. As of the record date on March 31, 2022, the total number of shares of common stock outstanding and entitled to vote at the annual meeting was 32,725,587, of which 29,211,802 shares were represented at the meeting in person or by proxy. The purpose of the annual meeting was to vote on four proposals: (i) to elect the 21 directors nominated by our board; and (ii) to amend the BancFirst Corporation Stock Option Plan to increase the number of shares of common stock authorized to be granted by 100,000 shares; (iii) to amend the BancFirst Corporation Non-Employee Directors’ Stock Option Plan to increase the number of shares of common stock authorized to be granted by 30,000 shares; and (iv) to ratify BKD, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022. Each of the foregoing proposals was set forth and described in the Notice of Annual Meeting and Proxy Statement of the Company dated April 5, 2022. At the meeting, the shareholders elected all 21 directors; amended the BancFirst Corporation Stock Option Plan; amended the BancFirst Corporation Non-Employee Directors’ Stock Option Plan; and ratified our independent auditors.

The number of votes cast for or against, as well as the number of abstentions and broker non-votes as to each such matter (where applicable), are set forth below:

Description of Proposal	Number of Shares
Proposal No. 1-Election of Directors	For		Against		Abstained		Broker Non-Votes
Dennis L. Brand		27,844,965		372,374		17,925		976,538
C.L. Craig, Jr.		27,875,701		341,638		17,925		976,538
F. Ford Drummond		25,809,242		2,408,197		17,825		976,538
Joseph Ford		25,909,953		2,307,486		17,825		976,538
Joe R. Goyne		27,844,382		372,957		17,925		976,538
David R. Harlow		28,007,373		209,329		18,562		976,538
William O. Johnstone		27,844,668		372,034		18,562		976,538
Mautra Staley Jones		28,163,644		53,694		17,926		976,538
Frank Keating		27,739,366		478,273		17,625		976,538
Bill G. Lance		27,990,005		227,533		17,726		976,538
Dave R. Lopez		27,984,362		232,977		17,925		976,538
William Scott Martin		27,989,340		227,998		17,926		976,538
Tom H. McCasland, III		27,877,449		339,989		17,826		976,538
David E. Rainbolt		27,894,594		322,208		18,462		976,538
H.E. Rainbolt		27,968,004		248,798		18,462		976,538
Robin Roberson		27,990,387		226,952		17,925		976,538
Darryl W. Schmidt		27,845,831		371,508		17,925		976,538
Natalie Shirley		27,991,901		225,538		17,825		976,538
Michael K. Wallace		27,875,704		341,635		17,925		976,538
Gregory G. Wedel		27,989,791		227,012		18,461		976,538
G. Rainey Williams, Jr.		24,958,198		2,951,469		325,597		976,538
Proposal No. 2	For		Against		Abstained		Broker Non-Votes
To Amend the BancFirst Corporation Stock Option Plan		19,378,908		8,738,434		117,921		976,539
Proposal No. 3	For		Against		Abstained		Broker Non-Votes
To Amend the BancFirst Corporation Non-Employee Directors’ Stock Option Plan		27,763,210		356,167		115,886		976,539
Proposal No. 4	For		Against		Abstained		Broker Non-Votes
To Ratify the Independent Registered Public Accounting Firm		29,169,522		23,584		18,696		—

Item 7.01 Regulation FD Disclosure.

BancFirst Corporation Announces Declaration of Quarterly Dividend on its Common Stock and an Interest Payment on its BFC Capital Trust II

On May 26, 2022, BancFirst Corporation’s Board of Directors declared a $0.36 per share cash dividend on its common stock. The dividend is payable July 15, 2022, to shareholders of record on June 30, 2022. BancFirst Corporation will also pay the quarterly interest payment on $26.8 million of its 7.20% Junior Subordinated Debentures related to the trust preferred securities issued by its statutory trust subsidiary, BFC Capital Trust II. The trust will use the proceeds of the interest payment to pay a dividend of $0.45 per share on the trust preferred securities, payable July 15, 2022, to shareholders of record on June 30, 2022.

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.

			BancFirst Corporation
Date:	May 26, 2022	By:	/s/ Kevin Lawrence
			Kevin Lawrence Executive Vice President Chief Financial Officer