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
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Date
of Report (Date of earliest event reported)
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February
1, 2011 (January 27, 2011)
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BANCFIRST
CORPORATION
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(Exact
name of registrant as specified in its charter)
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Oklahoma
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0-14384
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73-1221379
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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101
N Broadway, Oklahoma City, OK
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73102
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code
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(405)
270-1086
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(Former
name or former address, if changed since last report.)
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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 Instruction A.2. below):
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o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 5.02 (d)
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain
Officers.
On
January 27, 2011 the board of directors of the Company elected Mr. F. Ford
Drummond as a director of the Board. Mr. Drummond accepted the position
effective immediately. Mr. Drummond will serve as a Class I director and his
term will expire at the annual meeting of shareholders in May 2011 at which time
he will stand for re-election. Mr. Drummond is currently the Owner/Operator
of Drummond Ranch in Pawhuska,
Oklahoma. Mr. Drummond is a graduate of Stanford University and he received his
JD from the University of Virginia, School of Law in 1989. Mr.
Drummond served as General Counsel for BMI-Health Plans from 1998 to
2008. Mr. Drummond has served on the Board of Trustees for Allianz
Funds in New York from 2005-present. In addition, Mr. Drummond is a director of
The Cleveland Bank in Cleveland, Oklahoma, where he has served since 1998. Mr.
Drummond is also a member of the Oklahoma Water Resources Board, a title he has
held since 2006.
Mr.
Drummond will serve on the Independent Directors’
Committee. Mr. Drummond will participate in the Company’s
outside director fee schedule as follows.
The
Company provides the following elements of compensation for its non-employee
directors, each of whom is also a director of the Bank:
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·
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A
retainer of $1,000 per quarter to each non-employee director for serving
on the Board.
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·
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A
retainer of $1,000 per month to each non-employee director for serving on
the Bank’s Board of Directors.
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·
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A
grant of 10,000 options to each non-employee director at the time of their
initial appointment or election to the
Board.
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The
option grants are provided under the BancFirst Corporation Non-Employee
Directors’ Stock Option Plan and are 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 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 our 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 our common stock, they do not have any voting rights.
There are
no arrangements or understandings between Mr. Drummond and any other persons
pursuant to which he was selected as director and there are no transactions
between the Company and Mr. Drummond that would require disclosure under Item
404(a) of Regulation S-K.
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 hereunto
duly authorized.
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BancFirst
Corporation
(Registrant)
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| February 1, 2011 | |||
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/s/ Joe T. Shockley, Jr. | ||
| Joe T. Shockley, Jr. | |||
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Executive
Vice President and Chief Financial Officer
(Principal
Financial Officer)
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