NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
|
4
|
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
|
5
|
General
|
5
|
Voting by Proxy
|
5
|
Voting and Quorum Requirements at the Meeting
|
6
|
Solicitation of Proxies
|
6
|
Annual Report
|
6
|
Principal Shareholders of the Company
|
7
|
Security Ownership of Certain Beneficial Owners and Management
|
7
|
PROPOSAL ONE – ELECTION OF DIRECTORS
|
10
|
Nominees and Vote Required to Elect Nominees
|
10
|
Term of Office
|
10
|
Family Relationships
|
10
|
Information about Nominees
|
10
|
PROPOSAL TWO – APPROVAL OF THE AMENDED AND
RESTATED BOK FINANCIAL CORPORATION 2003 EXECUTIVE INCENTIVE PLAN
|
15
|
PROPOSAL THREE
–
APPROVAL OF THE BOK FINANCIAL CORPORATION
2011 TRUE-UP PLAN
|
19
|
22
|
|
23
|
|
24
|
|
25
|
|
CORPORATE GOVERNANCE
|
27
|
Director Compensation
|
27
|
Attendance of Meetings
|
28
|
Director Nominations
|
28
|
Director Independence
|
28
|
29
|
|
Committees of the Board of Directors
|
29
|
Risk Oversight and Audit Committee
|
29
|
Independent Compensation Committee
|
29
|
Credit Committee
|
30
|
Independent Director Meetings
|
30
|
Communication with the Board of Directors
|
30
|
Report of the Risk Oversight and Audit Committee
|
30
|
Principal Accountant Fees and Services
|
31
|
Board Leadership Structure
|
32
|
Board Role in Oversight of Risk
|
32
|
Executive Officers
|
33
|
COMPENSATION DISCUSSION AND ANALYSIS
|
34
|
Executive Compensation Program Overview
|
34
|
2010 Executive Compensation Review and Recommendations
|
35
|
Recent Economic Cycles and Effect on Performance Based Compensation
|
35
|
2011 True-Up Plan
|
36
|
Amendments to the Executive Incentive Plan
|
37
|
Promoting Long-Term Growth and Discouraging Excessive Risk Taking
|
39
|
Evaluating Executive Compensation Relative to Peer and Overall Earnings Performance
|
40
|
Factors Used for Establishing Executive Compensation
|
40
|
Earnings Per Share Growth Compared to Peers
|
40
|
Net Direct Contribution
|
41
|
Individual Performance Goals
|
41
|
Peer Group Compensation Data
|
41
|
Components of Executive Compensation
|
43
|
Compensation Philosophy and Objectives
|
47
|
Change in Control and Termination Benefits
|
48
|
Stock Option Grant Policy
|
48
|
Tax and Accounting Considerations
|
48
|
Committee Report
|
49
|
EQUITY COMPENSATION PLAN INFORMATION
|
50
|
EXECUTIVE COMPENSATION TABLES
|
51
|
Summary Compensation Table
|
51
|
Option Exercises and Stock Vested
|
53
|
Grants Of Plan-Based Awards
|
53
|
Outstanding Equity Awards at Fiscal Year-End
|
55
|
Pension Benefits
|
64
|
Nonqualified Deferred Compensation
|
65
|
Potential Payments Upon Termination
|
66
|
RELATED PARTY TRANSACTION REVIEW AND APPROVAL POLICY
|
70
|
CERTAIN TRANSACTIONS
|
70
|
INSIDER REPORTING
|
72
|
PROPOSALS OF SHAREHOLDERS
|
72
|
OTHER MATTERS
|
72
|
APPENDIX A – BOK FINANCIAL CORPORATION 2003 EXECUTIVE INCENTIVE PLAN
|
73
|
APPENDIX B – BOK FINANCIAL CORPORATION TRUE-UP PLAN
|
79
|
1.
|
To fix the number of directors to be elected at eighteen (18) and to elect eighteen (18) persons as directors for a term of one year or until their successors have been elected and qualified;
|
2.
|
To approve the Amended and Restated BOK Financial Corporation 2003 Executive Incentive Plan;
|
3.
|
To approve the BOK Financial Corporation 2011 True-Up Plan;
|
4.
|
To ratify the selection of Ernst & Young LLP, as the Company’s independent auditor for the fiscal year ending December 31, 2011;
|
5.
|
To consider an advisory vote to approve the compensation of the named executive officers;
|
6.
|
To consider an advisory vote on the frequency of the advisory vote to approve the compensation of the named executive officers;
|
7.
|
To vote on the shareholder proposal on cumulative voting for the election of directors; and
|
8.
|
To transact such other business as may properly be brought before the Annual Meeting or any adjournment or adjournments thereof.
|
(1)
|
Includes 1,716,453 shares owned by Assurances Company, LLC and 327,121 shares owned by Assurances Company II, LLC of which Mr. Kaiser is the sole member.
|
Name of Beneficial Owner
|
Amount and Nature of
Beneficial Ownership
(1)
|
Percent of Class
(2)
|
Gregory S. Allen
|
2,699
(3)
|
*
|
C. Fred Ball, Jr.
|
76,859
(4)
|
*
|
Sharon J. Bell
|
80,237
(5)
|
*
|
Peter C. Boylan, III
|
4,409
(6)
|
*
|
Steven G. Bradshaw
|
113,211
(7)
|
*
|
Chester Cadieux, III
|
1,089
|
*
|
Joseph W. Craft III
|
598
|
*
|
William E. Durrett
|
88,816
(8)
|
*
|
Daniel H. Ellinor
|
88,425
(9)
|
*
|
John W. Gibson
|
455
|
*
|
David F. Griffin
|
40,071
(10)
|
*
|
V. Burns Hargis
|
28,200
(11)
|
*
|
E. Carey Joullian, IV
|
3,816
(12)
|
*
|
George B. Kaiser
|
42,104,369
(13)
|
60.4%
|
Robert J. LaFortune
|
55,509
|
*
|
Stanley A. Lybarger
|
353,426
(14)
|
*
|
Steven J. Malcolm
|
1,580
(15)
|
*
|
Steven E. Nell
|
110,919
(16)
|
*
|
Donald T. Parker
|
57,156
(17)
|
*
|
E.C. Richards
|
3,496
(18)
|
*
|
David L. Thompson
|
77
(19)
|
*
|
Michael C. Turpen
|
77
(20)
|
*
|
All directors, nominees, and executive officers listed on page 33 (25 persons)
|
43,306,679
|
* *Less than one percent (1%)
|
(1)
|
Except as otherwise indicated, all shares are beneficially owned and the sole investment and voting power is held by the person named.
|
(2)
|
All percentages are rounded to the nearest tenth, and are based upon the number of shares outstanding as of the date set forth above. For purposes of computing the percentages of the outstanding shares owned by the persons described in the table, any shares such persons are deemed to own by having a right to acquire such shares by exercise of an option are included, but shares acquirable by other persons by the exercise of stock options are not included.
|
(3)
|
Includes 2,699 shares owned jointly by Mr. Allen and Elizabeth Allen.
|
(4)
|
Includes options to purchase 60,950 shares of BOK Financial common stock immediately exercisable or becoming exercisable within 60 days. Also includes 2,000 shares owned by Mr. Ball and Charlotte Ball, and 5,267 shares owned by C. Fred Ball, Jr. IRA.
|
(5)
|
Includes 2,791 shares owned by Ms. Bell’s spouse, Gregory Allen Gray. Also includes 18,440 shares owned by the J. A. Chapman and Leta M. Chapman Trust (1949), of which Ms. Bell is individual trustee, and 21,329 shares owned by the Leta McFarlin Chapman Trust (1974), of which Ms. Bell is co-trustee.
|
(6)
|
Includes 2,000 shares owned by Boylan Partners, LLC.
|
(7)
|
Includes options to purchase 54,481 shares of BOK Financial common stock immediately exercisable or becoming exercisable within 60 days. Also includes 33,464 shares owned by the Steven G. Bradshaw Revocable Trust, of which Mr. Bradshaw and Marla Bradshaw are trustees, 24,149 shares of restricted stock and 1,117 shares held in the BOK Thrift Plan.
|
(8)
|
Includes 1,698 shares indirectly owned by the William E. Durrett Revocable Trust, 5,041 shares indirectly owned by the Durrett Family Limited Partnership, 79,183 shares indirectly owned by American Fidelity Assurance Company, 1,121 shares indirectly owned by CPROP, INC., 199 shares indirectly owned by CELP, and 1,574 shares indirectly owned by CAMCO.
|
(9)
|
Includes options to purchase 46,934 shares of BOK Financial common stock immediately exercisable or becoming exercisable within 60 days. Also includes 28,172 shares of restricted stock and 626 shares held in the BOK Thrift Plan.
|
(10)
|
Includes 38,794 shares indirectly owned by Doppler Investments, L.P.
|
(11)
|
Includes 28,200 shares indirectly owned by Mr. Hargis and Ann Hargis.
|
(12)
|
Includes 1,869 shares indirectly owned by JCAP, LLC.
|
(13)
|
Includes 1,716,453 shares owned by Assurances Company, LLC and 327,121 shares owned by Assurances Company II, LLC of which Mr. Kaiser is the sole member.
|
(14)
|
Includes options to purchase 167,709 shares of BOK Financial common stock immediately exercisable or becoming exercisable within 60 days. Also includes 14,730 shares indirectly owned by Marcia Lybarger Living Trust, 7,744 shares indirectly owned by Stanley A. Lybarger, IRA, 132,026 shares of restricted stock, 31,192 shares of phantom stock in Mr. Lybarger’s deferred compensation plan, and 25 shares held in the BOK Thrift Plan.
|
(15)
|
Includes 1,580 shares indirectly owned by the Steven J. Malcolm Revocable Trust.
|
(16)
|
Includes options to purchase 77,253 shares of BOK Financial common stock immediately exercisable or becoming exercisable within 60 days. Also includes 9,836 shares of restricted stock and 348 shares held in the BOK Thrift Plan.
|
(17)
|
Includes options to purchase 38,437 shares of BOK Financial common stock immediately exercisable or becoming exercisable within 60 days. Also includes 1,315 shares indirectly owned by Mr. Parker’s spouse, Mary Parker, 2,387 shares of restricted stock, and 3,774 shares held in the BOK Thrift Plan.
|
(18)
|
Includes 2,631 shares indirectly owned by the Emmet C. Richards Revocable Trust and 865 shares owned by Core Investment Capital, LLC.
|
(19)
|
Includes 77 shares indirectly owned by the David L. Thompson Revocable Trust.
|
(20)
|
Includes 77 shares indirectly owned by Mr. Turpen and Susan Turpen.
|
Name
|
Age
|
Principal Occupation and Business
Experience During Last 5 Years and
Directorships of Other Public Companies
|
First Year Became a
Director
|
Gregory S. Allen
|
48
|
Chief Executive Officer, Maine Street Holdings, Inc. (consulting firm to food industry). Mr. Allen retired from Advance Food Company Inc. in 2010, where he served as Chief Executive Officer from 2003. In addition, he is a director of AdvancePierre Foods, Inc. (food processing company) and of American Fidelity Corporation (insurance holding company). In December 2010, Mr. Allen became a director of Airrosti Rehab Centers, LLC. We believe Mr. Allen’s qualifications to sit on our Board of Directors include his experience as an attorney and entrepreneur, as well as his management expertise.
|
2005
|
C. Fred Ball, Jr.
|
66
|
Senior Chairman of BOT, and formerly its Chairman, Chief Executive Officer, and President. Before joining BOT in 1997, Mr. Ball was Executive Vice President of Comerica Bank-Texas and later President of Comerica Securities, Inc. We believe Mr. Ball’s qualifications to sit on our Board of Directors include his almost four decades of experience in the banking industry and his involvement with the Texas market.
|
1999
|
Sharon J. Bell
|
59
|
Attorney and Managing Partner, Rogers and Bell (Tulsa, Oklahoma); Trustee and General Counsel, Chapman-McFarlin Interests; formerly a Director and President of Red River Oil Company (oil and gas exploration and development). We believe Ms. Bell’s qualifications to sit on our Board of Directors include her experience as an attorney and trustee, and leadership skills demonstrated through her civic involvement.
|
1993
|
Peter C. Boylan, III
|
47
|
CEO of Boylan Partners, LLC (investment and advisory services) since March 2002. From April 2002 through March 2004, Mr. Boylan served as Director, President and CEO of Liberty Broadband Interactive Television, Inc. (global technology provider), a company controlled by Liberty Media Corporation. Prior to April 2002, Mr. Boylan was Co-President, Co-Chief Operating Officer, Member of the Office of the Chief Executive Officer, and Director of Gemstar-TV Guide International, Inc. (media, entertainment, technology and communications company).
We believe Mr. Boylan’s qualifications to sit on our Board of Directors include his corporate executive management and leadership experience, his accounting, financial, and audit committee expertise, media and technology expertise, civic service, and experience sitting on other public and private boards of directors.
|
2005
|
Chester E. Cadieux, III
|
44
|
Chairman and CEO of QuikTrip Corporation (a gasoline and retail convenience chain) since 2002. Mr. Cadieux previously served as Vice President of Sales at QuikTrip Corporation. We believe Mr. Cadieux’s qualifications to sit on our Board of Directors include his knowledge of finance and accounting, his management experience, and his knowledge of all of our geographic markets.
|
2005
|
Joseph W. Craft, III
|
60
|
President, Chief Executive Officer and Director of Alliance Resource Partners, L.P. (a diversified coal producer and marketer) since 1999. Mr. Craft also serves as Chairman, President, and Chief Executive Officer of Alliance Holdings GP, L.P. Previously, Mr. Craft served as President of MAPCO Coal Inc. since 1986. We believe Mr. Craft’s qualifications to sit on our Board of Directors include his extensive experience in corporate leadership, as well as his public company experience.
|
2007
|
William E. Durrett
|
80
|
Senior Chairman of the Board and Director of American Fidelity Corporation (insurance holding company), and American Fidelity Assurance Company (a registered investment advisor). Chairman of the Board of INSURICA Insurance Management Network. We believe Mr. Durrett’s qualifications to sit on our Board of Directors include his experience leading insurance companies, as well as the extensive knowledge of our people and our business that he has acquired in two decades of service on our Board.
|
1991
|
John W. Gibson
|
58
|
Vice Chairman, Chairman Elect, President and Chief Executive Officer of ONEOK, Inc. and Chairman, President and Chief Executive Officer of ONEOK Partners GP, LLC, the general partner of ONEOK Partners, LP. Mr. Gibson joined ONEOK, Inc. in May 2000 from Koch Energy, Inc., a subsidiary of Koch Industries, where he was an Executive Vice President. We believe Mr. Gibson’s qualifications to sit on our Board of Directors include his extensive executive leadership and management experience and his involvement in the energy industry.
|
2008
|
David F. Griffin
|
45
|
Chairman and CEO of Griffin Capital, L.L.C. President and Chief Executive Officer, Griffin Communications, L.L.C. (owns and operates CBS affiliated television stations in Oklahoma); formerly President and General Manager, KWTV-9 (Oklahoma City). We believe Mr. Griffin’s qualifications to sit on our Board of Directors include his significant expertise, experience, and background in corporate management and his involvement with both the Oklahoma City and Tulsa markets.
|
2003
|
V. Burns Hargis
|
65
|
President, Oklahoma State University since March 2008. Prior to becoming OSU President, Mr. Hargis served as Vice Chairman, BOK Financial and BOK and Director of BOSC, Inc. since 1993. Mr. Hargis was formerly Attorney and Shareholder of the law firm of McAfee & Taft (Oklahoma City, Oklahoma). He is also a director of Chesapeake Energy Corporation. We believe Mr. Hargis’ qualifications to sit on our Board of Directors include his nearly three decades practicing law with a focus on financial reporting and litigation, including representing financial institutions and their boards, as well as having served for many years as our Vice Chairman.
|
1993
|
E. Carey Joullian, IV
|
50
|
Chairman, President and Chief Executive Officer of Mustang Fuel Corporation and subsidiaries; President and Manager, Joullian & Co., L.L.C.; Manager, JCAP, L.L.C. We believe Mr. Joullian’s qualifications to sit on our Board of Directors include his significant experience and expertise in the oil and gas industry and his expertise in accounting.
|
1995
|
George B. Kaiser
|
68
|
Chairman of the Board and majority shareholder of BOK Financial; President, CEO, and principal owner of GBK Corporation, parent of Kaiser-Francis Oil Company (independent oil and gas exploration and production company); founder of Excelerate Energy and Argonaut Private Equity. We believe Mr. Kaiser’s qualifications to sit on our Board of Directors include his four decades of executive leadership in the oil and gas industry, his broad perspective gained from involvement in diverse industries, his knowledge of our business, and his interest as the majority owner of our company.
|
1990
|
Robert J. LaFortune
|
84
|
Self-employed in the investment and management of personal financial holdings. Mr. LaFortune is also a director of Apco International Oil & Gas, Inc. We believe Mr. LaFortune’s qualifications to sit on our Board of Directors include his years of public service, including serving as mayor of the City of Tulsa, as well as his experience on other boards and their audit committees.
|
1993
|
Stanley A. Lybarger
|
61
|
President and Chief Executive Officer of BOK Financial and BOKF; previously President of BOK Oklahoma City Regional Office and Executive Vice President of BOK with responsibility for corporate banking. We believe Mr. Lybarger’s qualifications to sit on our Board of Directors include his current position as our Chief Executive officer, his three decades of leadership positions with BOKF, and his extensive knowledge of all facets of the banking industry.
|
1991
|
Steven J. Malcolm
|
62
|
Retired Chairman, President and Chief Executive Officer of The Williams Companies, Inc. (energy holding company) and Williams Partners L.P.; previously, President and Chief Executive Officer of Williams Energy Services after serving as senior vice president and general manager of Midstream Gas and Liquids for Williams Energy Services. We believe Mr. Malcolm’s qualifications to sit on our Board of Directors include his experience in the energy sector as well as his public company and executive management expertise.
|
2002
|
E.C. Richards
|
61
|
Managing Member of Core Investment Capital, LLC since September 1999.
Prior to September 1999, Mr. Richards served as Executive Vice President and Chief Operating Officer for Sooner Pipe Corporation (distributor of tubular products worldwide with domestic and international operations), a subsidiary of Oil States International.
Mr. Richards previously served on the BOK Financial Board of Directors from 1997 through 2001. We believe Mr. Richards’ qualifications to sit on our Board of Directors include his diverse background in the private equity and distribution industries and his civic involvement in the community.
|
2008
|
David L. Thompson
|
59
|
President of OPUBCO Communications Group (publisher of
The Oklahoman
). Previously, Mr. Thompson served as Vice President of Advertising for The Charlotte Observer, and is also a director of Integris Health, Inc. We believe Mr. Thompson’s qualifications to sit on our Board of Directors include his management expertise, knowledge of our markets, and varied civic involvement.
|
|
Michael C. Turpen
|
61
|
Partner at the law firm of Riggs, Abney, Neal, Turpen, Orbison & Lewis in Oklahoma City, Oklahoma. Mr. Turpen previously served as Attorney General for the State of Oklahoma. We believe Mr. Turpen’s qualifications to sit on our Board of Directors include his legal expertise, his public service experience, and leadership skills demonstrated through extensive involvement with non-profit boards and organizations.
|
|
Name
(1)
|
Fees Earned or
Paid in Cash
($)
|
Stock Awards
(2)
($)
|
Total
($)
|
|||||||||
Gregory S. Allen
|
8,750 | 7,500 | 16,250 | |||||||||
Sharon J. Bell
|
5,500 | 7,500 | 13,000 | |||||||||
Peter C. Boylan, III
|
13,500 | 7,500 | 21,000 | |||||||||
Chester Cadieux, III
|
8,500 | 7,500 | 16,000 | |||||||||
Joseph W. Craft
|
10,000 | 7,500 | 17,500 | |||||||||
William E. Durrett
|
2,000 | 7,500 | 9,500 | |||||||||
John W. Gibson
|
7,000 | 7,500 | 14,500 | |||||||||
David F. Griffin
|
16,500 | 7,500 | 24,000 | |||||||||
V. Burns Hargis
|
9,500 | 7,500 | 17,000 | |||||||||
E. Carey Joullian, IV
|
12,750 | 7,500 | 20,250 | |||||||||
Robert J. LaFortune
|
7,500 | 7,500 | 15,000 | |||||||||
Steven J. Malcolm
|
9,000 | 7,500 | 16,500 | |||||||||
E.C. Richards
|
10,000 | 7,500 | 17,500 |
(1)
|
George B. Kaiser is a non-officer director but is not listed as he does not receive compensation for serving as a director.
|
(2)
|
Director shares were granted in 2010 at the following prices: first quarter, $52.67; second quarter, $49.54; third quarter, $43.84; and fourth quarter, $54.04. The total BOK Financial common stock owned by each director as of March 1, 2011 may be found in the Security Ownership of Certain Beneficial Owners and Management table on page 7.
|
§
|
Reward sustained, above peer performance
|
§
|
Encourage both individual performance and teamwork
|
§
|
Link compensation to operational results
|
§
|
Align executive interests with shareholder interests
|
§
|
Keep BOK Financial compensation competitive with Peer Banks
|
§
|
Create long-term commitment to the Company
|
§
|
Salary
|
§
|
Executive Incentive Compensation (annual and long-term)
|
§
|
Pension Plan
|
§
|
401(k) Thrift Plan
|
§
|
Deferred Compensation
|
1)
|
True-Up Period compensation for the Peer Group executives is determined and ranked.
The “Peer Bank Compensation Ranking” is determined by taking the total base salary, annual bonus and stock–based incentive of each executive at the Peer Banks during the entire True-Up Period and ranking the Peer Banks’ comparable executives from highest compensation to lowest compensation (e.g. taking all the CEOs of the Peer Banks and ranking them from highest compensated CEO to lowest compensated CEO).
|
2)
|
True-Up Period compensation for the Company’s executives is calculated.
“Company Compensation” for the CEO and CFO equals total base salary, annual bonus and stock-based incentive awarded during the True-Up Period. “Company Compensation” for other named executives equals the total base salary, annual bonus and stock-based incentive awarded to such named executive during the True-Up period minus amounts earned above the target opportunity for his Business Unit Annual Incentive Bonus or plus amounts earned below the Business Unit Annual Incentive Bonus. For more information regarding Business Unit Annual Incentive Bonus see page 43.
|
3)
|
Company earnings per share performance is compared to the Peer Banks.
The “True-Up Performance Measure” consists of two calculations. The first, meant to capture pre and post recession performance, considers the earnings per share growth beginning with the average earnings per share for 2006 and 2007 for the Company and each Peer Bank and ending with the average earnings per share for 2012 and 2013 for the Company and each Peer Bank existing as of December 31, 2013 (the “Pre and Post Recession Performance”). The second, meant to capture recessionary period performance, calculates growth in cumulative earnings per share for the Company and each Peer Bank as of December 31, 2011 for 2008 through 2011 over the average of 2006 and 2007 earnings per share for the Company and each Peer Bank respectively as of December 31, 2011 determined by adding the earnings per share for the Company and each Peer Bank respectively as of December 31, 2011 for 2008, 2009, 2010 and 2011 and dividing by the earnings per share average for 2006 and 2007 for the Company and each of the Peer Banks respectively as of December 31, 2011 (the “Recessionary Period Performance”).
|
4)
|
The Company Performance Percentile Ranking is then applied to the Peer Bank Compensation Ranking for each executive position to determine each of the Company’s named executives’ respective “Peer Bank Comparable Compensation
.
”
If the Peer Bank Comparable Compensation is more than that of the respective named executive, the Committee will award the differential to the named executive (the “Company True-Up Amount”). If the Peer Bank Comparable Compensation is less than the respective Company Executive Compensation, the named executive will compensate the Company for the difference (the “Executive True-Up Amount”); provided that, that in the event of a Company Recessionary Period Performance Ranking Downgrade, (a) the Company Recessionary Period Performance Ranking shall be re-calculated to represent the Company’s actual percentile performance ranking and not an automatic downgrade to zero percent (0%) (which was included for purposes of Section 162(m) of the Internal Revenue Code) (an “Actual Recessionary Period Ranking Adjustment”) and (b) all subsequent calculations effected by the definition of Company Recessionary Period Performance Ranking, including the final determination of the Executive True-Up Amount, shall be re-calculated to reflect the Actual Recessionary Period Ranking Adjustment.
|
5)
|
Payment under the True-Up Plan is awarded
. In the event a named executive is owed a Company True-Up Amount, the Committee shall award the named executive the Company True-Up Amount in cash (“Cash True-Up”) and restricted shares (“Share True-Up”) in proportion to the average cash to stock ratio awarded by the Peer Banks during the True-Up Period. The Company True-Up Amount shall be paid on or before May 31, 2014 (the “True-Up Payment Date”). The maximum amount Company True-Up Amount which may be paid to any one named executive is $20 million. For additional information respecting interest, dividends and vesting related to the Cash True-Up or the Share True-Up, see page 20 herein.
|
1)
|
Relative Peer Bank Earnings Per Share Ranking Replaces Earnings Per Share Matrix
. Because the Committee views earnings per share growth as an important variable used to measure profitability and determine the Company’s stock price and, thus, shareholder value, earnings per share growth continues to remain the primary performance measure under the Plan. However, rather than earnings per share performance being determined on a narrow
|
a)
|
Annual Incentive
. To determine annual incentive compensation under the Plan, the trailing two-year average earnings per share growth amount is calculated for each Peer Bank and the Company. (The length of the performance period is unchanged from the existing Plan.) The results are sorted top-to-bottom to determine the Company’s relative performance ranking. The average annual bonuses for each named executive position are taken from the Peer Banks’ past two proxy statements and sorted top-to-bottom. The Company’s relative earnings per share growth performance ranking is matched to the top-to-bottom list of Peer Bank named executive annual bonuses to determine the annual bonus for each of the Company’s named executives.
|
b)
|
Long-term Incentive
. The determination of long-term incentive compensation will no longer be based on a target percentage of base salary, but will equal the median of Peer Banks stock-based grants by executive position derived from the average of the last two year’s long-term incentive as reported in the respective Peer Banks’ two most recent proxy statements. The three-year, forward looking earning per share performance period in the existing Plan is eliminated. The Committee felt that the stock options, which are by their nature performance based, rising and falling in value based on stock price sufficiently aligns compensation with long-term performance. Further, the restricted stock has a new performance standard under the revised Plan. To the extent the Company’s earnings per share do not equal or exceed $1.00 per share, the named executive will forfeit all the restricted stock granted to him or her the previous year on or before March 15 of the year following that in which the granted occurred. To the extent the Company’s earnings per share for the year following the grant of restricted stock equal or exceed $1.00 per share, the named executive will retain all restricted stock granted to him or her the previous year. The pro-rated seven year vesting period for stock options and the five year cliff vesting for restricted shares remains unchanged.
|
c)
|
Peer Banks
. The Committee was concerned that larger banks included in the Peer Banks may upwardly skew comparable compensation under the Plan. To address this concern, under the amended Plan, Peer Banks will be determined based on the following guidelines.
|
i)
|
The Peer Banks will only include publically traded, Securities Exchange Commission registered, United States bank holding companies (“BHCs”) as defined in the SNL Financial Public Companies Bank Database.
|
ii)
|
The Peer Banks will only include an equal number of BHCs above and below the Company with the Company being the median bank; provided however, that BHCs with assets greater than 300% of the Company’s assets or less than 50% of the Company’s assets will be excluded from the Peer Banks.
|
·
|
EPS Growth is used to measure the annual incentive under the Executive Incentive Plan.
|
·
|
The Committee views EPS Growth as an important variable used in public markets to measure profitability and determine the company’s stock price and, thus, shareholder value.
|
·
|
Net Direct Contribution is a mathematical calculation designed to compare the actual financial contribution of a business unit to its planned performance. Net Direct Contribution is determined, generally, by calculating the net operating income of a business unit and subtracting loan charge offs and activity charges. Activity charges typically include information technology, accounting and other back-office services provided by one business unit to another.
|
·
|
Prior to the beginning of the new fiscal year, the CEO asks executives to develop business plans which include anticipated expenses and targeted revenue for their respective areas of responsibility (the “Net Direct Contribution Plans”). The CEO and CFO, in concert with the responsible executive, review and modify the Net Direct Contribution Plans. The CEO and CFO then aggregate the Net Direct Contribution Plans to develop an overall Company-wide budget and plan (the “Annual Plan”). The Annual Plan is presented to the Company Board of Directors for review and comment.
|
·
|
For Mr. Bradshaw, Net Direct Contribution was linked to the financial performance of the Consumer Banking, Mortgage Banking, Treasury Services, Wealth Management and Commercial Banking activities in Kansas City and Colorado. For Mr. Ellinor, Net Direct Contribution was linked to financial performance of Commercial Banking in Oklahoma, New Mexico, Arizona and Arkansas, Commercial Real Estate and Energy Lending, Dealer Financial Services, Private Equity-Merchant Banking, and TransFund. For Mr. Parker, Net Direct Contribution was linked to the Operations and Technology division.
|
·
|
Linking compensation to Net Direct Contribution motivates executives to achieve superior results in their particular business units, contributing to Company-wide profitability.
|
·
|
At the beginning of each year, the CEO meets with each of the named executives to establish individual performance goals.
|
·
|
Progress is discussed with each executive periodically throughout the year.
|
·
|
The Company’s internal compensation group completes an annual peer review of executive compensation using publicly available information, including proxy statements.
|
·
|
The Committee uses this information to assist in setting salary and, in future years, to establish annual and long-term compensation in accordance with the revised Plan and also to determine payments under the True-Up Plan.
|
·
|
Upon approval of Proposal Two herein, the Committee will annually update the peer group of bank holding companies in accordance with the following guidelines:
|
·
|
The Peer Banks will include only publicly-traded, SEC registered, United States bank holding companies (“BHCs”) as defined in SNL Financial Public Companies Bank Database.
|
·
|
The Peer Banks will include an equal number of BHCs above and below the Company with the Company being the median bank;
provided, however
, that BHC with assets greater than 300% of the Company’s assets or less than 50% of the Company’s assets (as of the date for which the calculation is being made) shall be excluded from the Peer Banks.
|
·
|
Notwithstanding the foregoing or anything to the contrary in this Plan, in the event the Peer Banks contain any financial institution that does not have sufficient compensation or earnings data to complete the contemplated calculation under this Plan, such financial institution shall be eliminated from the group of Peer Banks and replaced with the financial institution that has the next smallest amount of assets of those financial institutions eligible for the Peer Banks that are not already included in the Peer Group, even if such financial institution has total assets less than 50% of the Company. Asset size means total assets at the end of the calendar year for which the compensation is being paid.
|
Financial Institution
|
Total Assets
($000)
(1)
|
|||
PNC Financial Services Group, Inc.
|
264,284,000 | |||
Bank of New York Mellon Corporation
|
247,259,000 | |||
SunTrust Banks, Inc.
|
172,874,000 | |||
BB&T Corporation
|
157,081,000 | |||
Regions Financial Corporation
|
132,351,000 | |||
Fifth Third Bancorp
|
111,007,000 | |||
KeyCorp
|
91,843,000 | |||
Northern Trust Corporation
|
83,843,900 | |||
M&T Bank Corporation
|
68,021,263 | |||
Huntington Bancshares Inc.
|
53,819,642 | |||
Comerica Incorporated
|
53,667,000 | |||
Zions Bancorporation
|
51,034,886 | |||
Marshall & Ilsley Corporation
|
50,832,000 | |||
Synovus Financial Corp.
|
30,093,148 | |||
First Horizon National Corporation
|
24,698,952 | |||
Associated Banc-Corp
|
21,785,596 | |||
City National Corporation
|
21,353,118 | |||
First Niagara Financial Group, Inc.
|
21,083,853 | |||
First Citizens BancShares, Inc.
|
20,806,659 | |||
East West Bancorp, Inc.
|
20,700,537 | |||
Commerce Bancshares, Inc.
|
18,502,339 | |||
TCF Financial Corporation
|
18,465,025 |
(1)
|
For period ending December 31, 2010.
|
(1)
|
Comparable Executive Position
. For purposes of both annual and long-term incentive, each named executive’s position shall be compared to the Peer Banks’ executive positions, based upon information reported in shareholder proxy statements, as follows (each a “Comparable Executive Position”): The Company’s Chief Executive Officer shall be compared against the chief executive officers of the Peer Banks; the Chief Financial Officer shall be compared against the chief financial officers of the Peer Banks; Mr. Ellinor and Mr. Bradshaw shall be compared to the average of the two highest paid positions (excluding the chief executive officer and the chief financial officer) of the Peer Banks; and all other named executives shall be compared to the third highest paid position of the Peer Banks (excluding the chief executive officer and the chief financial officer).
|
(2)
|
Annual Incentive Bonus
. The “Annual Incentive Bonus” is determined as follows:
|
(i)
|
The two year average earnings per share growth (“Average Growth”) is calculated for each Peer Bank and for the Company based upon such Peer Bank’s filings with the Securities and Exchange Commission. The Company and the Peer Banks are then ranked starting with the highest
Average Growth and ending with the lowest Average Growth (the “EPS Percentile Ranking”).
|
(ii)
|
The two year average annual bonus amount for each Comparable Executive Position at each Peer Bank is then calculated based upon such Peer Banks’ past two proxy statements (the “Peer Bank Annual Bonus Amount”). The Peer Bank Annual Bonus Amount for each Comparable Executive Position is then ranked starting with the highest Peer Annual Bonus Amount and ending with the lowest Peer Annual Bonus Amount (the “Peer Bank Annual Percentile Bonus Ranking”).
|
(iii)
|
The Company’s EPS Percentile Ranking is then applied to the Peer Bank Annual Bonus Percentile Ranking for each Comparable Executive Position to determine a Plan participant’s “Peer Bank Annual Bonus Match”. For example, if the Company’s EPS Percentile Ranking is at the 90
th
percentile, then the Peer Bank Annual Bonus Match for the Company’s Chief Executive Officer would be at the 90
th
percentile of the Chief Executive Officer Annual Bonus Amount in the Peer Bank Annual Bonus Percentile Ranking.
|
(iv)
|
The Annual Incentive Bonus for the Company’s Chief Executive Officer and its Chief Financial Officer equals that of the their respective Peer Bank Annual Bonus Match.
|
(v)
|
The Annual Incentive Bonus for named executives (other than the Chief Executive Officer and Chief Financial Officer) shall equal (i) fifty percent of the amount of their Peer Group Annual Bonus Match and (ii) the Business Unit Annual Incentive Bonus (as hereafter defined).
|
(vi)
|
The Business Unit Annual Incentive Bonus is based upon the applicable business unit net direct contribution matrix pursuant to which 33% of the target will be earned if 80% of the goal is met, 100% of the target will be earned if 100% of the goal is met and 200% of the target will be earned if 120% of the goal is met (the “Business Unit Annual Incentive Bonus”). The target opportunity for the Business Unit Annual Incentive Bonus will be calculated as a percentage of base salary, determined individually for each executive. Such target opportunity, and the business unit goals, are established by the Chief Executive Officer and approved by the Committee.
|
(vii)
|
The Business Unit Annual Incentive Bonus for the three named executives (other than the CEO and CFO whose annual incentive is based solely on EPS Growth), is 100% of the planned Net Direct Contribution (described on page 41) for such named executive’s respective area of responsibility. For 2010, the Net Direct Contribution targets were as follows (in thousands): Mr. Bradshaw - $104,234; Mr. Ellinor - $113,410; Mr. Parker - $-156,236. Mr. Parker, as Chief Information Officer, oversees business operations which include project execution, maintaining service standards and expense reduction. Unlike Mr. Bradshaw and Mr. Ellinor, whose Net Direct Contribution targets represent business unit revenue, Mr. Parker’s Net Direct Contribution is tied to operational expenses, resulting in a negative Net Direct Contribution target amount. For 2010, the named executives attained their Net Direct Contribution targets as follows: Mr. Bradshaw attained 154.2%, Mr. Ellinor attained 124.4% and Mr. Parker attained 102.4%. When averaged with the 2009 results, the results of Net Direct Contribution performance equates to an annual incentive payment of approximately 200% of target for Mr. Bradshaw, 179% of target for Mr. Ellinor and 156% for Mr. Parker.
|
(3)
|
Long Term Incentive Compensation
. “Long Term Incentive Compensation” is determined as follows:
|
(i)
|
The two year average long term incentive compensation amount for each Comparable Executive Position at each Peer Bank is calculated based upon such Peer Banks’ past two proxy statements (the “Peer Bank Long Term Incentive Compensation Amount”).
|
(ii)
|
The Long Term Incentive Compensation awarded to each named executive shall equal the median of all the Peer Bank Long Term Incentive Compensation Amounts corresponding to such Plan participant’s Comparable Executive Position.
|
(iii)
|
Each named executive will, immediately prior to the date of grant each year, specify the percentage of the Long Term Incentive Compensation that the Plan participant desires to receive by the issuance of options and the percentage the participant desires to receive by the issuance of restricted stock. The elections available to each participant will be (i) 100% options; (ii) 100% restricted stock, or (iii) 50% options and 50% restricted stock. The number of options or shares will be based on the value of each option or performance share and the total Long Term Incentive Compensation intended to be granted.
|
(iv)
|
To the extent a named executive elects to receive all or any portion of his Long Term Incentive Compensation through an issuance of restricted stock, the measure against which such Plan participant’s performance will be based is as follows. To the extent the Company’s earnings per share for the year following the grant of restricted stock does not equal or exceed $1.00 per share (adjusted for stock dividends or distributions, recapitalization, merger, consolidation, exchange of shares, stock splits or the like), the named executive shall forfeit all the restricted stock granted to him or her the previous year on or before March 15 of the year following that in which the grant occurred. Dividends paid on restricted stock will not be forfeited, even if the restricted stock itself is forfeited. To the extent the Company’s earnings per share for the year following the grant of restricted stock equal or exceed $1.00 per share (adjusted for stock dividends or distributions, recapitalization, merger, consolidation, exchange of shares, stock splits or the like), the Plan participant shall retain all the restricted stock granted to him or her the previous year.
|
Plan Category
|
Number of securities to be issued upon exercise of outstanding options, warrants, and rights
|
Weighted-average exercise price of outstanding options, warrants, and rights
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column)
(1)
|
|||||||||
Equity compensation plans approved by security holders: stock options and shares
|
3,135,334 | $ | 45.62 | 4,436,962 | ||||||||
Equity compensation plans not approved by security holders
|
None
|
None
|
None
|
|||||||||
Total
|
3,135,334 | 4,436,962 |
(1)
|
Includes 453,229 shares of common stock which may be awarded pursuant to the BOK Financial Directors Stock Compensation Plan.
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
||||||||||||||||||||||||
Name and
Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)(1)
|
Option Award
($)(2)
|
Non-Equity Incentive Plan Compensation
($)(3)
|
Change in Pension Value
&
Nonqualified Deferred Compensation Earnings
($)(4)
|
All Other Compensation
($)(5)
|
Total
($)
|
||||||||||||||||||||||||
Stanley A. Lybarger
President & Chief Executive Officer, BOK Financial and BOKF
|
2010
|
$ | 828,600 | $ | 173 | $ | 1,988,640 | $ | 230,665 | $ | 1,242,900 | $ | 2,342,844 | $ | 29,400 | $ | 6,663,222 | ||||||||||||||||
2009
|
$ | 828,600 | $ | 0 | $ | 1,958,417 | $ | 298,411 | $ | 1,242,900 | $ | 3,431,769 | $ | 29,400 | $ | 7,789,497 | |||||||||||||||||
2008
|
$ | 828,600 | $ | 0 | $ | 1,657,186 | $ | 616,482 | $ | 1,242,900 | $ | (2,456,217 | ) | $ | 27,600 | $ | 1,916,551 | ||||||||||||||||
Steven E. Nell
Executive Vice President, Chief Financial Officer, BOK Financial and BOKF
|
2010
|
$ | 402,500 | $ | 147 | $ | 231,260 | $ | 315,008 | $ | 405,000 | $ | 37,528 | $ | 29,400 | $ | 1,420,843 | ||||||||||||||||
2009
|
$ | 388,749 | $ | 0 | $ | 185,009 | $ | 283,770 | $ | 395,000 | $ | 48,813 | $ | 29,400 | $ | 1,330,821 | |||||||||||||||||
2008
|
$ | 370,000 | $ | 0 | $ | 0 | $ | 458,480 | $ | 370,000 | $ | (32,232 | ) | $ | 27,600 | $ | 1,193,848 | ||||||||||||||||
Steven G. Bradshaw
Senior Executive Vice President, BOKF
|
2010
|
$ | 452,500 | $ | 147 | $ | 356,876 | $ | 299,427 | $ | 546,000 | $ | 35,975 | $ | 34,170 | $ | 1,725,095 | ||||||||||||||||
2009
|
$ | 440,000 | $ | 0 | $ | 293,752 | $ | 259,626 | $ | 361,529 | $ | 38,194 | $ | 29,400 | $ | 1,422,501 | |||||||||||||||||
2008
|
$ | 425,000 | $ | 0 | $ | 269,722 | $ | 273,258 | $ | 358,666 | $ | (8,745 | ) | $ | 27,600 | $ | 1,345,501 | ||||||||||||||||
Daniel H. Ellinor
Senior Executive Vice President, BOKF
|
2010
|
$ | 452,500 | $ | 147 | $ | 531,263 | $ | 66,982 | $ | 487,948 | $ | 7,382 | $ | 25,854 | $ | 1,572,076 | ||||||||||||||||
2009
|
$ | 442,500 | $ | 0 | $ | 305,030 | $ | 256,903 | $ | 213,600 | $ | 4,897 | $ | 75,060 | $ | 1,297,990 | |||||||||||||||||
2008
|
$ | 435,000 | $ | 0 | $ | 285,912 | $ | 275,389 | $ | 208,800 | $ | 5,213 | $ | 24,188 | $ | 1,234,502 | |||||||||||||||||
Donald T. Parker
Executive Vice President, Operations and Technology, BOK Financial
|
2010
|
$ | 375,250 | $ | 147 | $ | 0 | $ | 580,836 | $ | 294,485 | $ | 0 | $ | 14,700 | $ | 1,265,418 | ||||||||||||||||
2009
|
$ | 366,250 | $ | 0 | $ | 149,995 | $ | 297,186 | $ | 284,631 | $ | 0 | $ | 116,308 | $ | 1,364,370 | |||||||||||||||||
2008
|
$ | 355,000 | $ | 0 | $ | 0 | $ | 313,114 | $ | 271,723 | $ | 0 | $ | 76,258 | $ | 1,016,095 |
(1)
|
The amounts in column (e) for 2010 are the dollar amounts of the aggregate grant date fair value of stock awards granted during the fiscal year. For awards subject to performance conditions (as defined in FASB ASC Topic 718), the grant date fair value for 2010 was reported based on the probable outcome of the performance conditions determined as of the grant date. The amounts in column (e) for 2008 and 2009 have been recomputed to reflect the updated probable outcome of the performance conditions consistent with FASB ASC Topic 718-10-35. The Company’s policy regarding the valuation of stock compensation and assumptions used in the calculation of the grant date fair value of stock compensation are included in footnotes 1 and 12 to the
|
(2)
|
The amounts in column (f) for 2010 are the dollar amounts of the aggregate grant date fair value of option awards granted during the fiscal year. For awards subject to performance conditions (as defined in FASB ASC Topic 718), the grant date fair value for 2010 was reported based on the probable outcome of the performance conditions determined as of the grant date. The amounts in column (e) for 2008 and 2009 have been recomputed to reflect the updated probable outcome of the performance conditions consistent with FASB ASC Topic 718. The Company’s policy regarding the valuation of stock compensation and assumptions used in the calculation of the grant date fair value of stock compensation are included in footnotes 1 and 12 to the Company’s audited consolidated financial statements for the year ended December 31, 2010, which are included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2011.
|
(3)
|
The amounts in column (g) reflect the annual cash awards made pursuant to the Executive Incentive Plan, which is discussed in further detail on page 43under the heading “Components of Executive Compensation.”
|
(4)
|
The amounts in column (h) for 2010 include (i) the actuarial increase in the present value of the named executive officer’s benefits under the Company pension plan using a discount rate of 5.15% and (ii) Nonqualified Deferred Compensation Earnings further described in column (d) of the Nonqualified Deferred Compensation Table on page 65.
|
(5)
|
The amounts in column (i) for 2010 are derived from Company matching contributions to the 401(k) Thrift Plan as follows: Lybarger $29,400; Nell, $29,400; Bradshaw, $29,400; Ellinor, $14,700; Parker, $14,700. Amounts also include: trip earnings (personal portion of a trip such as an accompanying spouse or a free day) for Bradshaw $4,770 and Ellinor $11,154.
|
Option Awards
|
Stock Awards
|
|||||||||||||||
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
||||||||||||
Name
|
Number of Shares Acquired
on Exercise
(#)
|
Value Realized
on Exercise
($)
|
Number of Shares Acquired
on Vesting
(#)
|
Value Realized
on Vesting
($)
|
||||||||||||
Stanley A. Lybarger
|
25,424 | (1) | $ | 1,310,852.41 | (1) | 19,205 | (1) | $ | 1,025,547 | (1) | ||||||
Steven E. Nell
|
3,199 | $ | 261,038 | 0 | $ | 0 | ||||||||||
Steven G. Bradshaw
|
3,632 | $ | 283,537 | 3,525 | $ | 276,665 | ||||||||||
Daniel H. Ellinor
|
9,062 | $ | 87,384 | 3,796 | $ | 297,919 | ||||||||||
Donald T. Parker
|
0 | $ | 0 | 8,608 | $ | 613,009 |
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards
|
Estimated Future Payouts Under Equity Incentive Plan Awards
|
|||||||||||||||||||||||||||||||||||||
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
(k)
|
(l)
|
|||||||||||||||||||||||||||
EMPLOYEE NAME
|
Grant Date
(m/dd/yy)
|
Threshold ($)
|
Target
($)
|
Maximum ($)
|
Threshold (#)
|
Target
(#)
|
Maximum (#)
|
All Other Stock Awards: Number of Shares of Stock or Units
(#)
|
All Other Option Awards: Number of Securities Under-lying Options
(#)
|
Exercise or Base Price of Option Award
($/sh)
(4)
|
Grant Date Fair Value of Stock and Option Awards
($)
(5)
|
|||||||||||||||||||||||||||
Stanley A. Lybarger
|
(1) | $ | 0 | $ | 621,450 | $ | 1,242,900 | |||||||||||||||||||||||||||||||
1/15/2010
(3)
|
8,578 | 34,310 | 51,465 | $ | 1,657,173 | |||||||||||||||||||||||||||||||||
Steven E. Nell
|
(1) | $ | 0 | $ | 202,500 | $ | 405,000 | |||||||||||||||||||||||||||||||
1/15/2010
(2)
|
3,366 | 13,464 | 20,196 | $ | 48.30 | $ | 205,393 | |||||||||||||||||||||||||||||||
1/15/2010
(3)
|
1,197 | 4,788 | 7,182 | $ | 231,260 |
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards
|
Estimated Future Payouts Under Equity Incentive Plan Awards
|
|||||||||||||||||||||||||||||||||||||
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
(k)
|
(l)
|
|||||||||||||||||||||||||||
EMPLOYEE NAME
|
Grant Date
(m/dd/yy)
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Threshold
(#)
|
Target
(#)
|
Maximum
(#)
|
All Other Stock Awards: Number of Shares of Stock or Units (#)
|
All Other Option Awards: Number of Securities Under-lying Options (#)
|
Exercise or Base Price of Option Award ($/sh)
(4)
|
Grant Date Fair Value of Stock and Option Awards
($)
(5)
|
|||||||||||||||||||||||||||
Steven G. Bradshaw
|
(1) | $ | 0 | $ | 273,000 | $ | 546,000 | |||||||||||||||||||||||||||||||
1/15/2010
(2)
|
3,866 | 15,465 | 23,198 | $ | 48.30 | $ | 235,924 | |||||||||||||||||||||||||||||||
1/15/2010
(3)
|
1,375 | 5,499 | 8,249 | $ | 265,602 | |||||||||||||||||||||||||||||||||
Daniel H. Ellinor
|
(1) | $ | 0 | $ | 273,000 | $ | 546,000 | |||||||||||||||||||||||||||||||
1/15/2010
(3)
|
2,252 | 9,006 | 13,509 | $ | 434,990 | |||||||||||||||||||||||||||||||||
Donald T. Parker
|
(1) | $ | 0 | $ | 188,500 | $ | 377,000 | |||||||||||||||||||||||||||||||
1/15/2010
(2)
|
7,751 | 31,004 | 46,506 | $ | 48.30 | $ | 472,966 |
(1)
|
Represents annual incentive targets established by the Independent Compensation Committee on March 20, 2010 for service performed in 2010. Annual incentive cash awards were finalized and approved by the Independent Compensation Committee on February 22, 2011 and are provided in column (g), “Summary Compensation Table” on page 51 herein.
|
(2)
|
Represents stock options granted as long-term incentive pursuant to the Executive Incentive Plan. The awards relate to services performed in 2009. The stock options vest 1/7 each year in accordance with the BOK Financial 2003 Stock Option Plan (as amended) and terminate three years after vesting. The number of stock options is subject to adjustment based on EPS Growth over a three year performance period as further described in “Compensation Discussion and Analysis” on page 34 herein.
|
(3)
|
Represents performance shares granted as long-term incentive pursuant to the Executive Incentive Plan. The awards relate to services performed in 2009. Performance shares vest on the fifth anniversary of the last day of the year for which the performance shares were issued. The performance shares may not be sold for three years unless certain stock ownership guidelines are met as further described in “Compensation Discussion and Analysis” on page 34 herein. The amount of performance shares are subject to adjustment based on EPS Growth over a three year performance period as further described in “Compensation Discussion and Analysis” on page 34 herein.
|
(4)
|
The exercise price for all stock option awards is the fair market value of BOK Financial common stock on the date the award is granted. For further discussion of the Company’s Stock Option Grant Policy see page 48 herein.
|
(5)
|
The amounts in column (l) represent the grant-date fair value of non-vested stock and stock options awarded. For awards subject to performance conditions (as defined in FASB ASC Topic 718), the grant date fair value was reported based on the probable outcome of the performance conditions, determined as of the grant date. The Company’s policy regarding the valuation of stock compensation is included in footnote 1 and assumptions used in the calculation of the grant-date fair value of stock compensation are included in footnote 12 to the Company’s audited consolidated financial statements for the year ended December 31, 2010 which are included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2011.
|
Option Awards
|
Stock Awards
|
|||||||||||||||||||||||||||||||||||
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
|||||||||||||||||||||||||||
Name
|
Number of Securities Underlying Unexercised Options
Exercisable
(#)(1)
|
Number of Securities Underlying Unexercised Options
Unexercisable
(#)(1)
|
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options
(#)(2)
|
Option Exercise Price
($)
|
Option Expiration Date
(m/dd/yy)
|
Number of Shares or Units of Stock That Have Not Vested
(#)(3)
|
Market Value of Shares or Units of Stock That Have Not Vested
($)(4)
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested
($)(5)
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
($)(4)
|
|||||||||||||||||||||||||||
Stanley A. Lybarger
|
6,462 | -- | -- | $ | 30.50 |
3/24/2012
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Stanley A. Lybarger
|
6,462 | -- | -- | $ | 30.50 |
3/24/2013
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Stanley A. Lybarger
|
8,806 | -- | -- | $ | 37.74 |
1/6/2012
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Stanley A. Lybarger
|
8,807 | -- | -- | $ | 37.74 |
1/6/2013
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Stanley A. Lybarger
|
-- | 8,807 | -- | $ | 37.74 |
1/6/2014
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Stanley A. Lybarger
|
21,619 | -- | -- | $ | 47.34 |
1/6/2012
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Stanley A. Lybarger
|
21,618 | -- | -- | $ | 47.34 |
1/6/2013
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Stanley A. Lybarger
|
-- | 21,619 | -- | $ | 47.34 |
1/6/2014
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Stanley A. Lybarger
|
-- | 21,619 | -- | $ | 47.34 |
1/6/2015
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Stanley A. Lybarger
|
-- | 11,195 | -- | $ | 47.05 |
1/5/2012
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Stanley A. Lybarger
|
-- | 11,195 | -- | $ | 47.05 |
1/5/2013
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Stanley A. Lybarger
|
-- | -- | 11,195 | $ | 47.05 |
1/5/2014
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Stanley A. Lybarger
|
-- | -- | 11,195 | $ | 47.05 |
1/5/2015
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Stanley A. Lybarger
|
-- | -- | 11,195 | $ | 47.05 |
1/5/2016
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Stanley A. Lybarger
|
9,975 | -- | $ | 54.33 |
1/11/2012
|
-- | -- | -- | -- | |||||||||||||||||||||||||||
Stanley A. Lybarger
|
9,974 | -- | $ | 54.33 |
1/11/2013
|
-- | -- | -- | -- | |||||||||||||||||||||||||||
Stanley A. Lybarger
|
-- | -- | 9,975 | $ | 54.33 |
1/11/2014
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Stanley A. Lybarger
|
-- | -- | 9,975 | $ | 54.33 |
1/11/2015
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Stanley A. Lybarger
|
-- | -- | 9,975 | $ | 54.33 |
1/11/2016
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Stanley A. Lybarger
|
-- | -- | 9,975 | $ | 54.33 |
1/11/2017
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Stanley A. Lybarger
|
-- | 8,039 | * | -- | $ | 47.67 |
2/7/2012
|
-- | -- | 18,302 | $ | 977,327 | ||||||||||||||||||||||||
Stanley A. Lybarger
|
-- | -- | -- | -- | -- | -- | -- | 34,197 | $ | 1,826,120 | ||||||||||||||||||||||||||
Stanley A. Lybarger
|
-- | -- | -- | -- | -- | -- | -- | 45,217 | $ | 2,414,588 | ||||||||||||||||||||||||||
Stanley A. Lybarger
|
-- | -- | -- | -- | -- | -- | -- | 34,310 | $ | 1,832,154 | ||||||||||||||||||||||||||
Steven E. Nell
|
1,561 | -- | -- | 28.27 | 12.18-11 | |||||||||||||||||||||||||||||||
Steven E. Nell
|
1,819 | -- | -- | $ | 30.87 |
1/2/2012
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven E. Nell
|
1,819 | -- | -- | $ | 30.87 |
1/2/2013
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven E. Nell
|
1,850 | -- | -- | $ | 37.74 |
1/6/2012
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven E. Nell
|
1,849 | -- | -- | $ | 37.74 |
1/6/2013
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven E. Nell
|
-- | 1,850 | -- | $ | 37.74 |
1/6/2014
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven E. Nell
|
4,875 | -- | -- | $ | 47.34 |
1/6/2012
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven E. Nell
|
4,874 | -- | -- | $ | 47.34 |
1/6/2013
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven E. Nell
|
-- | 4,874 | -- | $ | 47.34 |
1/6/2014
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven E. Nell
|
-- | 4,875 | -- | $ | 47.34 |
1/6/2015
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven E. Nell
|
5,390 | -- | -- | $ | 47.05 |
1/5/2012
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven E. Nell
|
5,389 | -- | -- | $ | 47.05 |
1/5/2013
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven E. Nell
|
-- | -- | 5,390 | $ | 47.05 |
1/5/2014
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven E. Nell
|
-- | -- | 5,389 | $ | 47.05 |
1/5/2015
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven E. Nell
|
-- | -- | 5,390 | $ | 47.05 |
1/5/2016
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven E. Nell
|
4,741 | -- | -- | $ | 54.33 |
1/11/2011
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven E. Nell
|
4,740 | -- | -- | $ | 54.33 |
1/11/2012
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven E. Nell
|
4,740 | -- | -- | $ | 54.33 |
1/11/2013
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven E. Nell
|
-- | -- | 4,740 | $ | 54.33 |
1/11/2014
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven E. Nell
|
-- | -- | 4,740 | $ | 54.33 |
1/11/2015
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven E. Nell
|
-- | -- | 4,740 | $ | 54.33 |
1/11/2016
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven E. Nell
|
-- | -- | 4,741 | $ | 54.33 |
1/12/2017
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven E. Nell
|
-- | -- | 6,202 | $ | 48.46 |
1/10/2012
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven E. Nell
|
-- | -- | 6,202 | $ | 48.46 |
1/10/2013
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven E. Nell
|
-- | -- | 6,202 | $ | 48.46 |
1/10/2014
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven E. Nell
|
-- | -- | 6,202 | $ | 48.46 |
1/10/2015
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven E. Nell
|
-- | -- | 6,202 | $ | 48.46 |
1/10/2016
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven E. Nell
|
-- | -- | 6,202 | $ | 48.46 |
1/10/2017
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven E. Nell
|
-- | -- | 6,202 | $ | 48.46 |
1/10/2018
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven E. Nell
|
745 | * | -- | -- | $ | 44.30 |
1/17/2011
|
-- | -- | -- | -- | |||||||||||||||||||||||||
Steven E. Nell
|
965 | * | -- | -- | $ | 38.91 |
2/6/2011
|
-- | -- | -- | -- | |||||||||||||||||||||||||
Steven E. Nell
|
-- | -- | 4,112 | $ | 36.65 |
1/8/2013
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven E. Nell
|
-- | -- | 4,112 | $ | 36.65 |
1/8/2014
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven E. Nell
|
-- | -- | 4,112 | $ | 36.65 |
1/8/2015
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven E. Nell
|
-- | -- | 4,113 | $ | 36.65 |
1/8/2016
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven E. Nell
|
-- | -- | 4,112 | $ | 36.65 |
1/8/2017
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven E. Nell
|
-- | -- | 4,112 | $ | 36.65 |
1/8/2018
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven E. Nell
|
-- | -- | 4,113 | $ | 36.65 |
1/8/2019
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven E. Nell
|
-- | 965 | * | -- | $ | 47.67 |
2/7/2012
|
-- | -- | -- | -- | |||||||||||||||||||||||||
Steven E. Nell
|
-- | -- | 2,886 | $ | 48.30 |
1/15/2011
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven E. Nell
|
-- | -- | 2,885 | $ | 48.30 |
1/15/2012
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven E. Nell
|
-- | -- | 2,885 | $ | 48.30 |
1/15/2013
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven E. Nell
|
-- | -- | 2,885 | $ | 48.30 |
1/15/2014
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven E. Nell
|
-- | -- | 2,885 | $ | 48.30 |
1/15/2015
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven E. Nell
|
-- | -- | 2,885 | $ | 48.30 |
1/15/2016
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven E. Nell
|
-- | -- | 2,885 | $ | 48.30 |
1/15/2017
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven E. Nell
|
-- | -- | -- | -- | -- | -- | -- | 5,048 | $ | 269,563 | ||||||||||||||||||||||||||
Steven E. Nell
|
-- | -- | -- | -- | -- | -- | -- | 4,788 | $ | 255,679 | ||||||||||||||||||||||||||
Steven G. Bradshaw
|
2,342 | -- | -- | $ | 28.27 |
12/18/2011
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven G. Bradshaw
|
2,576 | -- | -- | $ | 30.87 |
1/2/2012
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven G. Bradshaw
|
2,577 | -- | -- | $ | 30.87 |
1/2/2013
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven G. Bradshaw
|
2,466 | -- | -- | $ | 37.74 |
1/6/2012
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven G. Bradshaw
|
2,466 | -- | -- | $ | 37.74 |
1/6/2013
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven G. Bradshaw
|
-- | 2,466 | -- | $ | 37.74 |
1/6/2014
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven G. Bradshaw
|
2,730 | -- | -- | $ | 47.34 |
1/6/2012
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven G. Bradshaw
|
2,729 | -- | -- | $ | 47.34 |
1/6/2013
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven G. Bradshaw
|
-- | 2,730 | -- | $ | 47.34 |
1/6/2014
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven G. Bradshaw
|
-- | 2,731 | -- | $ | 47.34 |
1/6/2015
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven G. Bradshaw
|
3,020 | -- | -- | $ | 47.05 |
1/5/2012
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven G. Bradshaw
|
3,020 | -- | -- | $ | 47.05 |
1/5/2013
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven G. Bradshaw
|
-- | -- | 3,020 | $ | 47.05 |
1/5/2014
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven G. Bradshaw
|
-- | -- | 3,020 | $ | 47.05 |
1/5/2015
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven G. Bradshaw
|
-- | -- | 3,021 | $ | 47.05 |
1/5/2016
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven G. Bradshaw
|
2,747 | -- | -- | $ | 54.33 |
1/11/2011
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven G. Bradshaw
|
2,746 | -- | -- | $ | 54.33 |
1/11/2012
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven G. Bradshaw
|
2,746 | -- | -- | $ | 54.33 |
1/11/2013
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven G. Bradshaw
|
-- | -- | 2,746 | $ | 54.33 |
1/11/2014
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven G. Bradshaw
|
-- | -- | 2,746 | $ | 54.33 |
1/11/2015
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven G. Bradshaw
|
-- | -- | 2,746 | $ | 54.33 |
1/11/2016
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven G. Bradshaw
|
-- | -- | 2,747 | $ | 54.33 |
1/11/2017
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven G. Bradshaw
|
-- | -- | 3,596 | $ | 48.46 |
1/10/2012
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven G. Bradshaw
|
-- | -- | 3,595 | $ | 48.46 |
1/10/2013
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven G. Bradshaw
|
-- | -- | 3,596 | $ | 48.46 |
1/10/2014
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven G. Bradshaw
|
-- | -- | 3,595 | $ | 48.46 |
1/10/2015
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven G. Bradshaw
|
-- | -- | 3,595 | $ | 48.46 |
1/10/2016
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven G. Bradshaw
|
-- | -- | 3,595 | $ | 48.46 |
1/10/2017
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven G. Bradshaw
|
-- | -- | 3,596 | $ | 48.46 |
1/10/2018
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven G. Bradshaw
|
2,412 | * | -- | $ | 38.91 |
2/6/2011
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven G. Bradshaw
|
-- | -- | 4,724 | $ | 36.65 |
1/8/2013
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven G. Bradshaw
|
-- | -- | 4,724 | $ | 36.65 |
1/8/2014
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven G. Bradshaw
|
-- | -- | 4,723 | $ | 36.65 |
1/8/2015
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven G. Bradshaw
|
-- | -- | 4,723 | $ | 36.65 |
1/8/2016
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven G. Bradshaw
|
-- | -- | 4,724 | $ | 36.65 |
1/8/2017
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven G. Bradshaw
|
-- | -- | 4,723 | $ | 36.65 |
1/8/2018
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven G. Bradshaw
|
-- | -- | 4,724 | $ | 36.65 |
1/8/2019
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven G. Bradshaw
|
-- | 2,412 | * | -- | $ | 47.67 |
2/7/2012
|
-- | -- | -- | -- | |||||||||||||||||||||||||
Steven G. Bradshaw
|
-- | -- | 3,314 | $ | 48.30 |
1/14/2014
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven G. Bradshaw
|
-- | -- | 3,314 | $ | 48.30 |
1/14/2015
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven G. Bradshaw
|
-- | -- | 3,314 | $ | 48.30 |
1/14/2016
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven G. Bradshaw
|
-- | -- | 3,314 | $ | 48.30 |
1/14/2017
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven G. Bradshaw
|
-- | -- | 3,314 | $ | 48.30 |
1/14/2018
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven G. Bradshaw
|
-- | -- | 3,314 | $ | 48.30 |
1/14/2019
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven G. Bradshaw
|
-- | -- | 3,314 | $ | 48.30 |
1/14/2020
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Steven G. Bradshaw
|
-- | -- | -- | -- | -- | -- | -- | 5,039 | $ | 269,083 | ||||||||||||||||||||||||||
Steven G. Bradshaw
|
-- | -- | -- | -- | -- | -- | -- | 4,127 | $ | 220,382 | ||||||||||||||||||||||||||
Steven G. Bradshaw
|
-- | -- | -- | -- | -- | -- | -- | 5,798 | $ | 309,613 | ||||||||||||||||||||||||||
Steven G. Bradshaw
|
-- | -- | -- | -- | -- | -- | -- | 5,499 | $ | 293,647 | ||||||||||||||||||||||||||
Daniel H. Ellinor
|
2,642 | -- | -- | $ | 37.74 |
1/6/2012
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Daniel H. Ellinor
|
2,642 | -- | -- | $ | 37.74 |
1/6/2013
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Daniel H. Ellinor
|
-- | 2,643 | -- | $ | 37.74 |
1/6/2014
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Daniel H. Ellinor
|
3,169 | -- | -- | $ | 47.34 |
1/6/2012
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Daniel H. Ellinor
|
-- | 3,168 | -- | $ | 47.34 |
1/6/2013
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Daniel H. Ellinor
|
-- | 3,168 | -- | $ | 47.34 |
1/6/2014
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Daniel H. Ellinor
|
-- | 3,169 | -- | $ | 47.34 |
1/6/2015
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Daniel H. Ellinor
|
3,252 | -- | -- | $ | 47.05 |
1/5/2012
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Daniel H. Ellinor
|
3,253 | -- | -- | $ | 47.05 |
1/5/2013
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Daniel H. Ellinor
|
-- | -- | 3,252 | $ | 47.05 |
1/5/2014
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Daniel H. Ellinor
|
-- | -- | 3,252 | $ | 47.05 |
1/5/2015
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Daniel H. Ellinor
|
-- | -- | 3,253 | $ | 47.05 |
1/5/2016
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Daniel H. Ellinor
|
2,897 | -- | -- | $ | 54.33 |
1/11/2011
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Daniel H. Ellinor
|
2,897 | -- | -- | $ | 54.33 |
1/11/2012
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Daniel H. Ellinor
|
2,896 | -- | -- | $ | 54.33 |
1/11/2013
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Daniel H. Ellinor
|
-- | -- | 2,897 | $ | 54.33 |
1/11/2014
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Daniel H. Ellinor
|
-- | -- | 2,896 | $ | 54.33 |
1/11/2015
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Daniel H. Ellinor
|
-- | -- | 2,897 | $ | 54.33 |
1/11/2016
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Daniel H. Ellinor
|
-- | -- | 2,897 | $ | 54.33 |
1/11/2017
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Daniel H. Ellinor
|
-- | -- | 3,685 | $ | 48.46 |
1/10/2012
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Daniel H. Ellinor
|
-- | -- | 3,685 | $ | 48.46 |
1/10/2013
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Daniel H. Ellinor
|
-- | -- | 3,685 | $ | 48.46 |
1/10/2014
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Daniel H. Ellinor
|
-- | -- | 3,685 | $ | 48.46 |
1/10/2015
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Daniel H. Ellinor
|
-- | -- | 3,685 | $ | 48.46 |
1/10/2016
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Daniel H. Ellinor
|
-- | -- | 3,685 | $ | 48.46 |
1/10/2017
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Daniel H. Ellinor
|
-- | -- | 3,686 | $ | 48.46 |
1/10/2018
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Daniel H. Ellinor
|
-- | -- | 4,835 | $ | 36.65 |
1/8/2013
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Daniel H. Ellinor
|
-- | -- | 4,835 | $ | 36.65 |
1/8/2014
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Daniel H. Ellinor
|
-- | -- | 4,835 | $ | 36.65 |
1/8/2015
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Daniel H. Ellinor
|
-- | -- | 4,834 | $ | 36.65 |
1/8/2016
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Daniel H. Ellinor
|
-- | -- | 4,835 | $ | 36.65 |
1/8/2017
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Daniel H. Ellinor
|
-- | -- | 4,834 | $ | 36.65 |
1/8/2018
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Daniel H. Ellinor
|
-- | -- | 4,835 | $ | 36.65 |
1/8/2019
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Daniel H. Ellinor
|
-- | -- | -- | -- | -- | -- | -- | 5,315 | $ | 283,821 | ||||||||||||||||||||||||||
Daniel H. Ellinor
|
-- | -- | -- | -- | -- | -- | -- | 4,230 | $ | 225,882 | ||||||||||||||||||||||||||
Daniel H. Ellinor
|
-- | -- | -- | -- | -- | -- | -- | 5,935 | $ | 316,929 | ||||||||||||||||||||||||||
Daniel H. Ellinor
|
-- | -- | -- | -- | -- | -- | -- | 9,006 | $ | 480,920 | ||||||||||||||||||||||||||
Donald T. Parker
|
4,666 | -- | -- | $ | 54.33 |
1/11/2011
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Donald T. Parker
|
4,665 | -- | -- | $ | 54.33 |
1/11/2012
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Donald T. Parker
|
4,664 | -- | -- | $ | 54.33 |
1/11/2013
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Donald T. Parker
|
-- | -- | 4,665 | $ | 54.33 |
1/11/2014
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Donald T. Parker
|
-- | -- | 4,665 | $ | 54.33 |
1/11/2015
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Donald T. Parker
|
-- | -- | 4,665 | $ | 54.33 |
1/11/2016
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Donald T. Parker
|
-- | -- | 4,665 | $ | 54.33 |
1/11/2017
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Donald T. Parker
|
-- | -- | 5,933 | $ | 48.46 |
1/10/2012
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Donald T. Parker
|
-- | -- | 5,933 | $ | 48.46 |
1/10/2013
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Donald T. Parker
|
-- | -- | 5,932 | $ | 48.46 |
1/10/2014
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Donald T. Parker
|
-- | -- | 5,932 | $ | 48.46 |
1/10/2015
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Donald T. Parker
|
-- | -- | 5,932 | $ | 48.46 |
1/10/2016
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Donald T. Parker
|
-- | -- | 5,932 | $ | 48.46 |
1/10/2017
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Donald T. Parker
|
-- | -- | 5,933 | $ | 48.46 |
1/10/2018
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Donald T. Parker
|
-- | -- | 7,891 | $ | 36.65 |
1/8/2013
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Donald T. Parker
|
-- | -- | 7,891 | $ | 36.65 |
1/8/2014
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Donald T. Parker
|
-- | -- | 7,891 | $ | 36.65 |
1/8/2015
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Donald T. Parker
|
-- | -- | 7,891 | $ | 36.65 |
1/8/2016
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Donald T. Parker
|
-- | -- | 7,891 | $ | 36.65 |
1/8/2017
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Donald T. Parker
|
-- | -- | 7,891 | $ | 36.65 |
1/8/2018
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Donald T. Parker
|
-- | -- | 7,891 | $ | 36.65 |
1/8/2019
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Donald T. Parker
|
-- | -- | 6,645 | $ | 48.30 |
1/14/2014
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Donald T. Parker
|
-- | -- | 6,644 | $ | 48.30 |
1/14/2015
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Donald T. Parker
|
-- | -- | 6,643 | $ | 48.30 |
1/14/2016
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Donald T. Parker
|
-- | -- | 6,643 | $ | 48.30 |
1/14/2017
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Donald T. Parker
|
-- | -- | 6,644 | $ | 48.30 |
1/14/2018
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Donald T. Parker
|
-- | -- | 6,643 | $ | 48.30 |
1/14/2019
|
-- | -- | -- | -- | ||||||||||||||||||||||||||
Donald T. Parker
|
-- | -- | 6,644 | $ | 48.30 |
1/14/2020
|
-- | -- | -- | -- |
(1)
|
Columns (b) and (c) represent stock options which vest 1/7 each year in accordance with the BOK Financial 2003 Stock Option Plan (as amended) and terminate three years after vesting, except those grants identified with an “*” which represent stock options awarded pursuant to the BOK Financial 2001 Stock Option Plan. In 2001, BOK Financial adopted a plan to extend the life of stock options granted in 1997, 1998 and 1999 by two years. Each year, on the day that one-seventh of the 1997, 1998 and 1999 options expire, new stock options are granted in the same number (the “Special Options”). The exercise price for the Special Options is the market value of BOK financial common stock on NASDAQ on the day of grant. The Special Options vest two years after the grant date and expire 45 days after vesting.
|
(2)
|
Column (d) represents stock options granted as long-term incentive pursuant to the Executive Incentive Plan, the amount of which remains subject to adjustment based on EPS Growth over a three year performance period as further described in “Compensation Discussion and Analysis” on page 34 herein.
|
(3)
|
Column (g) represents performance shares which are no longer subject to adjustment based upon the three year performance period, but which have not yet completed the five year vesting period. Performance shares vest on the fifth anniversary of the last day of the year for which the performance shares were issued. The performance shares may not be sold for three
|
(4)
|
Market value of performance shares is based on the fair market value of Company common stock on December 31, 2010.
|
(5)
|
Column (i) represents performance shares granted as long-term incentive pursuant to the Executive Incentive Plan the amount of which remain subject to adjustment based on EPS Growth over a three year performance period as further described in “Compensation Discussion and Analysis” on page 34 herein. Performance shares vest on the fifth anniversary of the last day of the year for which the performance shares were issued. The performance shares may not be sold for three years unless certain stock ownership guidelines are met as described in “Compensation Discussion and Analysis.”
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
|||||||||
Name
|
Plan Name
|
Number of Years Credited Service
(1)
|
Present Value of Accumulated Benefit
(2)
|
Payments During Last Fiscal Year
|
|||||||||
Stanley A. Lybarger
|
BOKF Pension Plan
|
32 | $ | 489,604 | 0 | ||||||||
Steven E. Nell
|
BOKF Pension Plan
|
14 | $ | 107,026 | 0 | ||||||||
Steven G. Bradshaw
|
BOKF Pension Plan
|
15 | $ | 137,624 | 0 | ||||||||
Daniel H. Ellinor
|
BOKF Pension Plan
|
2 | $ | 21,817 | 0 | ||||||||
Donald T. Parker
|
BOKF Pension Plan
|
0 | $ | - - | 0 |
(1)
|
Named executives are credited with the number of years employed by the Company since the Pension Plan’s inception in 1987 (through 2006 when the number of years of credited service was frozen), with the exception of Mr. Lybarger, whose credited service includes employment before the inception of the Pension Plan.
|
(2)
|
The calculation of present value of accumulated benefits assumes a discount rate of 5.15% of the projected account balance at age 65.
|
(1)
|
Mr. Parker is a named executive but is not listed as he has no deferral account due to joining the Company after 2004.
|
(2)
|
For all four named executives listed, earnings include gains or losses reported on investments in distressed asset and venture capital funds.
|
(3)
|
For Mr. Lybarger, earnings on a hypothetical portfolio of assets indexed to various debt and equity funds.
|
(4)
|
For Messrs. Nell, Ellinor, and Bradshaw, earnings include interest earned on uninvested cash accrued at BOKF’s money market deposit rates.
|
(5)
|
For Messrs. Nell and Bradshaw, earnings include dividends paid and changes in fair value of BOK Financial common stock.
|
Executive Payments Upon Termination
(1)
|
Voluntary Termination
|
Early Retirement (Prior to Age 65
(2)
)
|
Normal Retirement (Age 65 or older
(2)
)
|
Involuntary not for Cause Termination
(3)
|
Involuntary for
Cause
Termination
(3)
|
Termination Event
(4)
|
Death
|
Disability
|
||||||||||||||||||||||||
Severance Payments
|
$ | 0 | $ | 0 | $ | 0 | $ | 898,600 | (5) | $ | 0 | $ | 898,600 | (5) | $ | 484,300 | (6) | $ | 0 | |||||||||||||
Non-Equity Incentive
|
$ | 621,450 | (7) | $ | 621,450 | (7) | $ | 621,450 | (7) | $ | 621,450 | (7) | $ | 0 | $ | 621,450 | (7) | $ | 621,450 | (7) | $ | 621,450 | (7) | |||||||||
Stock Options
(unvested and accelerated)
|
$ | 659,274 | (8) | $ | 659,274 | (8) | $ | 659,274 | (8) | $ | 659,274 | (8) | $ | 0 | $ | 659,274 | (8) | $ | 659,274 | (8) | $ | 659,274 | (8) | |||||||||
Performance Shares
(unvested and accelerated)
|
$ | 7,050,188 | (8(9) | $ | 7,050,188 | (8(9) | $ | 7,050,188 | (8(9) | $ | 7,050,188 | (8(9) | $ | 0 | $ | 7,050,188 | (8(9) | $ | 7,050,188 | (8) | $ | 7,050,188 | (8) | |||||||||
Tax Gross-Up
|
$ | 0 | $ | 0 | $ | 0 | $ | 50,585 | (10) | $ | 0 | $ | 50,585 | (10) | $ | 50,585 | (10) | $ | 0 | |||||||||||||
Health Benefits
|
$ | 0 | $ | 8,246 | (11) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 |
(1)
|
Executive Payments upon Termination does not include payments of deferred compensation which are described on page 65 herein. The table assumes that the CEO has been paid all amounts owed through the date of termination. CEO has agreed that for two years following termination for any reason other than termination without cause, CEO will not (i) engage in the banking business generally, or in any business in which BOKF or its affiliates is engaged, in specified trade areas, (ii) solicit clients of BOKF or its affiliates for banking business generally, or for any business in which BOKF or its affiliates is engaged, or (iii) solicit any employees of BOKF or its affiliates to seek employment with any person or entity other than BOKF or its affiliates.
|
(2)
|
Assumes the closing price of BOK Financial common stock of $53.40 (as reported on NASDAQ as of December 31, 2010) and salary, stock option, performance share and benefit information as of December 31, 2010.
|
(3)
|
BOK Financial shall be deemed to have cause to terminate CEO if one or more of the following events occur: (i) any willful failure to substantially perform CEO’s obligations under his agreement, (ii) any willful act materially injurious to BOKF or (iii) any dishonest or fraudulent act.
|
(4)
|
Pursuant to the CEO’s employment agreement dated June 7, 1991 (as amended and restated), a “Termination Event” gives the CEO the right to terminate his employment agreement and includes (i) a Change in Control, (ii) a reduction in annual salary other than as provided for in the agreement, (iii) change in duties which causes CEO’s position with BOKF to become of less importance or responsibility or (iv) a material breach of the agreement by BOKF. A “Change in Control” occurs when either (i) Mr. George Kaiser (together with affiliated entities and family members and relatives)
|
(5)
|
Equals twelve months annual salary and a one-time payment of $70,000.
|
(6)
|
Equals six months annual salary and a one-time payment of $70,000.
|
(7)
|
Equals 75% of the CEO’s annual salary which has been the historical target of annual incentive compensation under the Executive Incentive Plan as further described on page __ herein. Payment of Non-Equity Incentives will be calculated in accordance with the Executive Incentive Plan (subject to pro-ration from the first day of such plan year (or other plan period) through the date of termination and contingent on achievement of performance goals) and made in cash on a date as soon as administratively possible within the 45 day period after the first day of the year next following the year of separation from service, other than in the event of death or disability, in which case payments will be made within 45 days of death or disability.
|
(8)
|
Assumes certain conditions including (i) CEO’s continued employment though, at a minimum, December 15, 2012, (ii) the continued agreement between the CEO and the Chairman of the Board that a candidate qualified to become CEO has been recruited (and, in the event of a dispute, a determination by the Board of Directors), and (iii) that BOK Financial has maintained satisfactory performance through the date of the CEO’s termination giving due consideration to the performance of the United States economy in general and peer group financial institutions in the United States in particular. The options expire no later than 185 days following CEO’s termination date.
|
(9)
|
The performance shares shall, following the CEO’s termination date, be subject to increase or forfeiture and shall be paid at the time and in the manner provided in the applicable BOK Financial restricted or performance share plan, subject to pro-ration from the first day of such plan year (or other plan period) through the date of termination; provided, however, that shares shall vest upon the achievement of the performance goals.
|
(10)
|
Tax gross-up on the one-time payment of $70,000 noted in footnotes 5 and 6 is calculated at the highest incremental rate actually experienced by the CEO.
|
(11)
|
In the event the CEO terminates employment after December 15, 2013, but before age 65, CEO shall be permitted to continue as a part-time employee, consultant, director with special duties or in some other capacity to the extent reasonably required to permit CEO to continue to participate in the Company’s health benefits so long as CEO continues to owe a duty of loyalty to the Company and has not reached the age of 65. $8,246 is the estimated annual heath care benefit cost to the Company.
|
(1)
|
Executive Payments upon Termination does not include payments of deferred compensation which are described on page 51 herein, if applicable. The narrative assumes (i) that the executive has been paid all amounts owed through the date of termination, (ii) the closing price of BOK Financial common stock of $53.40 (as reported on NASDAQ as of December 31, 2010); and (iii) and salary, stock option, performance share and benefit information as of December 31, 2010. Except as expressly provided herein or amounts owed up through the date of termination, Executive does not receive any additional payments in the event of voluntary termination, early retirement (prior to age 65), retirement (age 65 or older), involuntary for cause termination, change in control, or upon death or upon disability.
|
(2)
|
For purposes of this discussion, termination of executive for cause would generally be termination for (i) failure to substantially perform his duties, (ii) committing any act which is intended to injure BOK Financial or its affiliates, (iii) conviction of any criminal act or act involving moral turpitude, iv) committing any dishonest or fraudulent act
|
(3)
|
“Change of Control” occurs if Mr. George Kaiser, and/or members of the family of Mr. Kaiser collectively cease to own more shares of the voting capital stock of BOKF than any other shareholder (or group of shareholders acting in concert to control BOKF to the exclusion of Mr. Kaiser, affiliates of Mr. Kaiser or members of the family of Mr. Kaiser); or BOK Financial ceases to own directly or indirectly more than 50% of the voting capital stock of BOKF.
|
(4)
|
While BOK Financial no longer contributes to the pension plan, the hypothetical account balance increases at 5.25% annually and the executive may receive this interest for the identified period.
|
1.
|
Independent Compensation Committee
. In December 2002, the Board of Directors of BOK Financial Corporation (the “Company”) established an Independent Compensation Committee (the “Committee”) to administer a performance-based compensation plan for senior executives in accordance with the provisions of Section 162(m) of the Internal Revenue Code. The Committee developed a performance-based compensation plan for 2003 and subsequent years. The plan is called the 2003 Executive Incentive Plan and is hereafter described (the “Plan”).
|
2.
|
Incentive Compensation Generally
. The Company employs a wide range of incentive compensation for its employees. Except for performance-based compensation which is intended to comply with the requirements of Section 162(m), such incentive compensation is administered by the Chief Executive Officer and senior management. The Committee administers the Plan.
|
3.
|
2003 BOKF Executive Incentive Plan
. The Plan consists of (i) annual incentive bonus and (ii) long term incentive compensation. The Chief Executive Officer, executives who report directly to the Chief Executive Officer, and other officers designated by the Chief Executive Officer may participate in the Plan.
|
4.
|
Comparable Executive Position
. Each Plan Participant’s executive position shall be compared to the Peer Banks’ (as defined herein) executive positions, based upon information reported in shareholder proxy statements, as follows (each a “Comparable Executive Position”): The Company’s Chief Executive Officer shall be compared against the chief executive officers of the Peer Banks; the Chief Financial Officer shall be compared against the chief financial officers of the Peer Banks; Dan Ellinor and Steve Bradshaw shall be compared to the average of the two highest paid positions (excluding the chief executive officer and the chief financial officer) of the Peer Banks; and all other Plan Participants shall be compared to the third highest paid position of the Peer Banks (excluding the chief executive officer and the chief financial officer).
|
5.
|
Annual Incentive Bonus
. The “Annual Incentive Bonus” will be determined as follows:
|
(i)
|
The two year average earnings per share growth (“Average Growth”) shall be calculated for each Peer Bank (as defined below) and for the Company based upon such Peer Bank’s filings with the Securities and
|
(ii)
|
The two year average annual bonus amount for each Comparable Executive Position at each Peer Bank shall then be calculated based upon such Peer Banks’ past two proxy statements (the “Peer Bank Annual Bonus Amount”). The Peer Bank Annual Bonus Amount for each Comparable Executive Position shall then be ranked starting with the highest Peer Annual Bonus Amount and ending with the lowest Peer Annual Bonus Amount (the “Peer Bank Annual Bonus Percentile Ranking”).
|
(iii)
|
The Company’s EPS Percentile Ranking shall then be applied to the Peer Bank Annual Bonus Percentile Ranking for each Comparable Executive Position to determine a Plan participant’s “Peer Bank Annual Bonus Match”. For example, if the Company’s EPS Percentile Ranking is at the 90
th
percentile, then the Peer Bank Annual Bonus Match for the Company’s Chief Executive Officer would be at the 90
th
percentile of the Chief Executive Officer Annual Bonus Amount in the Peer Bank Annual Bonus Percentile Ranking.
|
(iv)
|
The Annual Incentive Bonus for the Company’s Chief Executive Officer and its Chief Financial Officer shall equal that of the their respective Peer Bank Annual Bonus Match.
|
(v)
|
The Annual Incentive Bonus for Plan participants (other than the Chief Executive Officer and Chief Financial Officer) shall equal (i) fifty percent of the amount of their Peer Group Annual Bonus Match and (ii) the Business Unit Annual Incentive Bonus (as hereafter defined).
|
(vi)
|
The Business Unit Annual Incentive Bonus shall be based upon the applicable business unit net direct contribution matrix pursuant to which 33% of the target will be earned if 80% of the goal is met, 100% of the target will be earned if 100% of the goal is met and 200% of the target will be earned if 120% of the goal is met (the “Business Unit Annual Incentive Bonus”). The target opportunity for the Business Unit Annual Incentive Bonus will be calculated as a percentage of base salary, determined individually for each executive. Such target opportunity, and the business unit goals, shall be established by the Chief Executive Officer and approved by the Compensation Committee.
|
(vii)
|
The Business Unit Annual Incentive Bonus grid is as follows:
|
6.
|
Payment of Annual Incentive Bonus
. The Annual Incentive Bonus shall be paid in cash in the year following the year in which the Annual Incentive Bonus was earned by the Plan participant, subject to the condition set forth below. Notwithstanding anything in this Plan to the contrary, no Plan participant may receive an Annual Incentive Bonus of more than $2,000,000.
|
7.
|
Condition of Payment of Annual Incentive Bonus
. It shall be a condition of payment of the Annual Incentive Bonus that the Plan participant be employed by the Company on the payment date whether such Plan participant’s employment with the Company or its subsidiaries may have been terminated for any reason including retirement, resignation or involuntary termination (the “Payment Condition”);
provided however
, that the Payment Condition may be waived (i) by the Committee, it its sole discretion (which may be exercised arbitrarily) or (ii) by a separate, written agreement between the Company and a Plan participant; and
provided further
; that the Payment Condition shall not apply in the event of a Plan participant’s death, disability, or termination other than with cause. For purposes of this paragraph 5 “termination with cause” means a Plan participant is terminated by the Company for (i) any willful failure to substantially perform such Plan participant’s obligations under his employment agreement or, in the absence of an employment agreement, those obligations historically performed by such Plan participant or (ii) any willful act materially injurious to the Company, or (iii) any dishonest or fraudulent act. The Company shall be deemed to have terminated a Plan participant with cause only if a majority of the members of the Board of Directors of the Company finds that, in the good faith opinion of the majority, the Plan participant committed one or more of the acts set forth in the foregoing sentence (a “With Cause Determination”). A With Cause Determination may not be made until the Plan Participant, together with his counsel, has an opportunity to be heard by such majority.
|
8.
|
Long Term Incentive Compensation.
“Long Term Incentive Compensation” will be determined as follows:
|
(v)
|
The two year average long term incentive compensation amount for each Comparable Executive Position at each Peer Bank shall be calculated
based upon such Peer Banks’ past two proxy statements (the “Peer Bank Long Term Incentive Compensation Amount”).
|
(vi)
|
The Long Term Incentive Compensation for each Plan participant shall equal the median of all the Peer Bank Long Term Incentive Compensation Amounts corresponding to such Plan participant’s Comparable Executive Position.
|
9.
|
Payment of Long Term Incentive Compensation.
|
(i)
|
Long Term Incentive Compensation will be paid by the issuance of stock options and restricted stock or a combination of stock options and restricted stock pursuant to, and subject to the additional terms of (including restrictions and forfeiture), the BOK Financial Corporation 2009 Omnibus Incentive Plan. No more than 60,000 shares of restricted stock and 200,000 shares of common stock subject to stock options may be issued to a single participant in any one year.
|
(ii)
|
Each Plan participant will, immediately prior to the date of grant each year, specify the percentage of the Long Term Incentive Compensation that the Plan participant desires to receive by the issuance of options and the percentage the participant desires to receive by the issuance of restricted stock. The elections available to each participant will be (i) 100% options; (ii) 100% restricted stock, or (iii) 50% options and 50% restricted stock. The number of options or shares will be based on the value of each option or performance share and the total Long Term Incentive Compensation intended to be granted.
|
10.
|
Performance-Based Compensation Measures for Restricted stock
. To the extent a Plan participant elects to receive all or any portion of her or his Long Term Incentive Compensation through an issuance of restricted stock, the measure against which such Plan participant’s performance will be based is as follows. To the extent the Company’s earnings per share for the year following the grant of restricted stock does not equal or exceed $1.00 per share (adjusted for stock dividends or distributions, recapitalization, merger, consolidation, exchange of shares, stock splits or the like), the Plan participant shall forfeit all the restricted stock granted to him or her the previous year on or before March 15 of the year following that in which the grant occurred. Dividends paid on restricted stock will not be forfeited, even if the restricted stock itself is forfeited. To the extent the Company’s earnings per share for the year following the grant of restricted stock equal or exceed $1.00 per share (adjusted for stock dividends or distributions, recapitalization, merger, consolidation, exchange of shares, stock splits or the like), the Plan participant shall retain all the restricted stock granted to him or her the previous year.
|
11.
|
Peer Group of Banks
. The Independent Compensation Committee will select the peer group of bank holding companies in accordance with the following guidelines.
|
·
|
The peer group will include only publicly-traded, SEC registered, United States bank holding companies (BHCs) as defined in SNL Financial Public Companies Bank Database.
|
·
|
The peer group will include an equal number of BHCs above and below the Company with the Company being the median bank;
provided, however
, that BHC with assets greater than 300% of the Company’s assets or less than 50% of the Company’s assets (as of the date for which the calculation is being made) shall be excluded from the peer group (the “Peer Banks”).
|
·
|
Notwithstanding the foregoing or anything to the contrary in this Plan, in the event the Peer Banks contain any financial institution that does not have sufficient compensation or earnings data to complete the contemplated calculation under this Plan, such financial institution shall be eliminated from the group of Peer Banks and replaced with the financial institution that has the next smallest amount of assets of those financial institutions eligible for the Peer Group that are not already included in the Peer Group, even if such financial institution has total assets less than 50% of the Company. Asset size means total assets at the end of the calendar year for which the compensation is being paid.
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·
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The source for peer information will be SNL Financial Public Companies Bank Database that obtains information from public information, primarily through periodic SEC filings and company press releases. SNL Financial is a widely accepted database used in the industry for analytical purposes.
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·
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The Peer Banks will be updated annually.
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·
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The earnings per share (EPS) amounts extracted from the SNL database will be diluted EPS as defined by generally accepted accounting principles.
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·
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Growth in peer group EPS will be calculated annually from source EPS data from the SNL database.
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·
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The EPS growth is calculated as a simple average of the percentage change in EPS from one period to the next.
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·
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In the event of a bank merger, SNL data for the surviving entity will be used.
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12.
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Determination of Performance-Based Compensation
. The calculation of performance based compensation by the Independent Compensation Committee will be binding upon all participants provided only that the Independent Compensation Committee acts in good faith.
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13.
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Downward Adjustment of Compensation
. One hundred percent of the Annual Incentive Bonus and one hundred percent of the Long Term Incentive Compensation will be subject to downward adjustment at the discretion of the Committee based upon recommendations of the Chief Executive Officer.
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14.
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Time and Payment of Performance-Based Compensation
. All performance-based compensation intended to comply with Section 162(m) must be certified by the Committee prior to payment.
The Annual Incentive Bonus will be calculated and paid prior to March 15 of the year following the year for which the bonus was earned.
The Long Term Incentive will be calculated and granted prior to March 15 each year.
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15.
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Selected Officers
. Selected officers may be paid discretionary performance-based compensation based upon achievement of individual objectives as determined by the Chief Executive Officer.
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16.
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Recoupment of Incentive Compensation
. In the event incorrect financial information or results were used as a basis for calculation of incentive compensation made pursuant to the Plan, the Independent Compensation Committee shall review the facts and circumstances giving rise to the incorrect information or results and may recommend to the Board of Directors, and the Board of
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1.
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2003 BOKF Executive Incentive Plan
. In 2003, the Independent Compensation Committee (the “Committee”) of the Board of Directors of BOK Financial Corporation (the “Company”) developed a performance-based compensation plan called the 2003 Executive Incentive Plan (the “Plan”). The Chief Executive Officer, executives who report directly to the Chief Executive Officer, and other officers designated by the Chief Executive Officer may participate in the Plan. The Plan consists of (i) annual incentive bonus and (ii) long term incentive compensation and is administered by the Committee. Under the Plan, annual incentive bonus and long term incentive compensation are earned based in part upon comparative earnings per share performance of the Company relative to peers using plus or minus percentage point matrixes.
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2.
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Recent Economic Cycle
. The Company’s earnings per share performance relative to its peers have been exceptional through the recent economic downturn and recessionary period. While more than half of the Company’s peers experienced significant multi-year losses, the Company maintained positive earnings. As the economy improves and credit costs normalize, Peer Banks that suffered significant losses will potentially experience significant comparative earnings per share percentile increases due to a “bounce-back” effect. Because the Company avoided such losses and maintained earnings, it is not likely to experience the same comparative earnings per share percentile increases.
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3.
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Effect on Performance Based Compensation under the Plan
. The Plan is formulaic and the payout matrixes used to determine annual incentive bonus and long term incentive compensation was designed to recognize differences in earnings per share performance relative to peers under normal economic conditions. The payout matrixes will not function as intended during severe economic cycles. As a result, the Committee anticipates that the Plan will not yield the results original expected. The Company is, therefore, implementing this 2011 True-Up Plan (the “True-Up Plan”) to address the possible inequity created by the earnings per share “bounce-back” of the poor performing Peer Banks. Any terms not defined under this True-Up Plan shall be as defined in the Plan.
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4.
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True-Up Mechanism.
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a.
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True-Up Period
. Base salary, annual incentive bonuses and long term compensation awarded to a Plan Participant for such Participant’s performance during years 2006 through 2013 shall be subject to the True-Up Plan (the “True-Up Period”). The True-Up Plan shall not include base salary, annual incentive bonuses and long term compensation awarded for performance other than during the True-Up Period.
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b.
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True-Up Peer Group
. The “Peer Banks” used for comparative purposes under the True-Up Plan shall be as defined in the Plan as amended on even date herewith;
provided
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c.
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True-Up Amount
. The amount which a Plan Participant shall be awarded by the Company pursuant to this True-Up Plan or which the Plan Participant must compensate the Company pursuant to this True-Up Plan shall be determined as follows:
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(i)
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Comparable Executive Position. Each Plan Participant’s executive position shall be compared to the Peer Banks’ executive positions, based upon information reported in shareholder proxy statements, as follows (each a “Comparable Executive Position”): The Company’s Chief Executive Officer shall be compared against the chief executive officers of the Peer Banks; the Chief Financial Officer shall be compared against the chief financial officers of the Peer Banks; Dan Ellinor and Steve Bradshaw shall be compared to the average of the two highest paid positions (excluding the chief executive officer and the chief financial officer) of the Peer Banks; and all other Plan Participants shall be compared to the third highest paid position of the Peer Banks (excluding the chief executive officer and the chief financial officer).
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(ii)
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Peer Bank Compensation. The total base salary, annual bonus and stock-based incentive for each Comparable Executive Position during the True-Up Period at each Peer Bank existing on December 31, 2013 shall be calculated using data from the annual shareholder proxy statements filed nearest to, but not subsequent to, the True-Up Payment Date (e.g. 2008 incentive data shall be taken from proxy statements filed in 2011 which should reflect performance adjustments made to 2008 grants in 2009 and 2010; 2009 incentive date shall be taken from proxy statements filed in 2012 which should reflect performance adjustments made in 2010 and 2011; and so on and so forth until the 2011, 2012 and 2013 incentive data is taken from the proxy statements filed in 2014 prior to the True-Up Payment Date) (“Peer Bank Compensation”). Peer Bank Compensation shall be ranked starting with the highest Peer Bank Compensation and ending with the lowest Peer Bank Compensation (the “Peer Bank Compensation Ranking”).
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(iii)
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Company Compensation. For the Chief Executive Office and the Chief Financial Officer, “Company Compensation” shall equal the total base salary, annual bonus and stock-based incentive awarded to the Chief Executive Officer or Chief Financial Officer, respectively, during the True-Up Period, calculated using data from the annual shareholder proxy statements filed nearest to, but not subsequent to, the True-Up Payment Date (e.g. 2008 incentive data shall be taken from proxy statements filed in 2011 which should reflect performance adjustments made to 2008 grants in 2009 and 2010; 2009 incentive date shall be taken from proxy statements filed in 2012 which should reflect performance adjustments made in 2010 and 2011; and so on and so forth until the 2011, 2012 and 2013 incentive data is taken from the proxy statements filed in 2014 prior to the True-Up Payment Date). For all other Plan Participants, “Company Compensation” shall equal the total base salary, annual bonus and stock-based incentive awarded to such Plan Participant during the True-Up Period minus amounts earned above
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(iv)
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True-Up Performance Measurement. The True-Up Plan performance measurement shall consist of two calculations:
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(1)
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The earnings per share growth beginning with the average earnings per share for 2006 and 2007 for the Company and each of the Peer Banks respectively as of December 31, 2013 and ending with the average earnings per share for 2012 and 2013 for the Company and each of the Peer Banks existing as of December 31, 2013 (the “Pre and Post Recession Performance”) and,
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(2)
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The growth in cumulative earnings per share for the Company and each of the Peer Banks as of December 31, 2011 for 2008 through 2011 over the average of 2006 and 2007 earnings per share for the Company and each of the Peer Banks respectively as of December 31, 2011 determined by adding the of earnings per share for the Company and each of the Peer Banks respectively as of December 31, 2011 for 2008, 2009, 2010 and 2011 and dividing by the earnings per share average for 2006 and 2007 for the Company and each of the Peer Banks respectively as of December 31, 2011 (the “Recessionary Period Performance”).
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(v)
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Company Performance to Peer Bank Compensation Comparison. The Company Performance Percentile Ranking shall be applied to the Peer Bank Compensation Ranking for each Comparable Executive Position to determine each Plan Participant’s respective “Peer Bank Comparable Compensation”.
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(vi)
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Peer Bank Comparable Compensation to Company Executive Compensation. If the Peer Bank Comparable Compensation is more than the respective Company Executive Compensation, the Committee shall award the differential to the Plan Participant as provided in paragraph 4.d.i. below (the “Company True-Up Amount”). If the Peer Bank Comparable Compensation is less than the respective Company Executive Compensation, the Plan Participant shall compensate the Company for the difference as provided in paragraph 4.d.ii below (the “Executive True-Up Amount”); provided that, that in the event of a Company Recessionary Period Performance Ranking Downgrade, (I) the Company Recessionary Period Performance Ranking shall be re-calculated to represent the Company’s actual percentile performance ranking and not an automatic downgrade to zero percent (0%) (an “Actual Recessionary Period Ranking Adjustment”) and (II) all subsequent calculations effected by the definition of Company Recessionary Period Performance Ranking, including the final determination of the Executive True-Up Amount, shall be re-calculated to reflect the Actual Recessionary Period Ranking Adjustment.
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d.
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Payment of True-Up
.
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(i)
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Company True-Up. In the event a Plan Participant is owed a Company True-Up Amount, the Committee shall award the Plan Participant the Company True-Up Amount in cash (“Cash True-Up”) and restricted shares (“Share True-Up”) in proportion to the average cash to stock ratio awarded by Peer Banks during the True-Up Period. The Company True-Up Amount shall be paid on or before May 31, 2014 (the “True-Up Payment Date”). The Plan Participant shall be paid simple interest on any Cash True-Up at the daily average fifteen-year mortgage rate for the duration of the True-Up Period. The Share True-Up shall first issue to the Plan Participant restricted shares in an amount equal to any 2009 and/or 2010 restricted shares forfeited by such Plan Participant pursuant to the Plan (the “2009 Shares” and the“2010 Shares” respectively). The Cash True-Up shall be adjusted to include any dividends foregone on 2009 Shares and 2010 Shares issued pursuant to the Share True-Up. Any 2009 Shares shall immediately vest without restriction and 2010 Shares will vest without restriction on December 31, 2014. To the extent the Share True-Up for any Plan Participant exceeds the value of the 2009 Shares and 2010 Shares, the Committee shall award restricted shares in the same percentage proportion of the shares originally granted in 2009 and 2010, but with vesting and restriction dates the same as the 2009 Shares and the 2010 Shares (the “Remaining 2009 Shares” and the “Remaining 2010 Shares” respectively). Any Remaining 2009 Shares shall immediately vest without restriction and Remaining 2010 Shares will vest without restriction on December 31, 2014. The Cash True-Up shall not be adjusted to include any dividends on Remaining 2009 Shares and Remaining 2010 Shares. The maximum amount of Company True-Up to be paid to any one participant shall be limited to $20 million.
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(ii)
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Executive True-Up Amount. In the event the Company is owed an Executive True-Up Amount, the Committee shall determine a reasonable time frame and methodology for the Plan Participant to compensate the Company for the Executive True-Up Amount.
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5.
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Condition of Payment of True-Up Amount
. It shall be a condition of payment of any Company True-Up Amount that the Plan participant be employed by the Company continuously through the
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1.
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Election of Directors;
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2.
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Approval of the Amended and Restated BOK
Financial Corporation 2003 Executive Incentive Plan;
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3.
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Approval of the BOK
Financial Corporation 2011 True-Up Plan;
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4.
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Ratification of the selection of Ernst & Young LLP as the Company’s independent auditor for the fiscal year ending December 31, 2011;
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5.
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Advisory vote to approve the compensation of the named executive officers;
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6.
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Advisory vote on the frequency of the advisory vote on executive officers’ compensation; and
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7.
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Shareholder proposal to cause the Board to take steps necessary to adopt cumulative voting for the election of directors.
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•
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Use the Internet to vote your proxy 24 hours a day, 7 days a week, until 12:00 p.m. (CT) on April 25, 2011.
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•
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Please have this Notice and the last four digits of your Social Security Number or Tax Identification Number available. Follow the instructions to vote your proxy.
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:
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Internet
– Access the Internet and go to www.ematerials.com/bokf . Follow the instructions to log in, and order copies.
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(
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Telephone
– Call us free of charge at 866-697-9377 in the U.S. or Canada, using a touch-tone phone, and follow the instructions to log in and order copies.
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*
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Email
– Send us an email at ep@ematerials.com with “BOKF Materials Request” in the subject line.
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The email must include:
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•
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The 3-digit company # and the 11-digit control # located in the box in the upper right hand corner on the front of this notice.
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•
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Your preference to receive printed materials via mail
-or-
to receive an email with links to the electronic materials.
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•
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If you choose email delivery you must include the email address.
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•
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If you would like this election to apply to delivery of material for all future meetings, write the word “Permanent” and include the last 4 digits of your Tax ID
number in the email.
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2.
Approval of the Amended and Restated BOK Financial Corporation 2003 Executive Incentive Plan
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|
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o
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For
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o
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Against
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o
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Abstain
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3. Approval of the BOK Financial Corporation 2011 True-Up Plan
|
o
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For
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o
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Against
|
o
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Abstain
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4. Ratification of the selection of Ernst & Young LLP as BOK Financial Corporation's independent auditors for the fiscal year ending December 31, 2011
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|
o
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For
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o
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Against
|
o
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Abstain
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5. Advisory vote to approve the compensation of the named executive officers
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o
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For
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o
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Against
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o
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Abstain
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