BANF Bancfirst Corp /Ok/ - 8-K

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 28, 2026, BancFirst Corporation (the “Company”) held its annual meeting of shareholders. As of the record date on March 31, 2026, the total number of shares of common stock outstanding and entitled to vote at the annual meeting was 33,575,976, of which 30,433,895 shares were represented at the meeting in person or by proxy. The purpose of the annual meeting was to vote on three proposals: (i) to elect the 17 directors nominated by our Board of Directors; (ii) to ratify the selection of Forvis Mazars, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; and (iii) an advisory vote to approve executive compensation. Each of the foregoing proposals was set forth and described in the Notice of Annual Meeting and Proxy Statement of the Company dated April 3, 2026. At the meeting, the shareholders elected all 17 directors; ratified the selection of Forvis Mazars, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; and approved the executive compensation.

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

F. Ford Drummond

28,706,190

440,042

54,982

1,232,681

Joseph Ford

28,815,559

333,406

52,249

1,232,681

David R. Harlow

24,764,623

4,371,911

64,680

1,232,681

Kimberly Ingram

28,834,806

311,159

55,249

1,232,681

Mautra Staley Jones

28,831,458

313,871

55,885

1,232,681

Bill G. Lance

28,835,349

310,585

55,280

1,232,681

Dave R. Lopez

28,722,751

423,511

54,952

1,232,681

William Scott Martin

28,823,866

322,897

54,451

1,232,681

Tom H. McCasland, III

28,562,914

586,968

51,332

1,232,681

David E. Rainbolt

28,833,362

313,952

53,900

1,232,681

Dr. Leslie J. Rainbolt

28,976,217

171,095

53,902

1,232,681

Robin Roberson

28,813,245

329,321

58,648

1,232,681

Darryl W. Schmidt

28,889,844

246,439

64,931

1,232,681

Natalie Shirley

28,720,866

425,394

54,954

1,232,681

Michael K. Wallace

28,589,438

552,789

58,987

1,232,681

Gregory G. Wedel

28,758,490

384,372

58,352

1,232,681

G. Rainey Williams, Jr.

28,337,593

808,638

54,983

1,232,681

Proposal No. 2

For

Against

Abstained

Broker Non-Votes

To ratify the selection of Forvis Mazars, LLP as our independent registered public accounting firm for the fical year ending December 31, 2026

29,683,296

687,769

62,830

—

Proposal No. 3

For

Against

Abstained

Broker Non-Votes

Advisory vote to approve executive compensation

28,660,802

447,092

93,320

1,232,681

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 28, 2026, BancFirst Corporation’s Board of Directors declared a $0.49 per share cash dividend on its common stock. The dividend is payable July 15, 2026, to shareholders of record on June 30, 2026. 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, 2026, to shareholders of record on June 30, 2026.