0001746109 false 0001746109 2022-06-16 2022-06-16 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported)   June 16, 2022

 

Bank First Corporation

 

(Exact name of registrant as specified in its charter)

 

Wisconsin 001-38676 39-1435359
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)

 

402 North 8th Street, Manitowoc, WI 54220
(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code   (920) 652-3100

 

N/A

 

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Title of each class Ticker symbol(s) Name of each exchange on which registered
Common Stock, par value $0.01 per share BFC The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for company with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  x

 

 

 

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Effective June 13, 2022, Bank First Corporation directors Donald R. Brisch and Michael P. Dempsey retired from the Board. New director Laura E. Kohler was elected to the Board.

 

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

 

Bank First Corporation held its 2022 Annual Meeting of Shareholders on June 13, 2022 (the “Annual Meeting”). Following is a summary of the proposals that were submitted to the shareholders for approval and a tabulation of the votes with respect to each proposal.

 

Proposal 1

 

The proposal was to elect as directors the four (4) nominees named in the proxy statement to serve until the 2025 Annual Meeting of Shareholders.

 

Nominee Votes For Vote Against Abstentions Broker Non-Votes
Michael G. Ansay 3,401,233 1,235,378 0 854,088
Judy L. Heun 3,761,399 875,212 0 854,088
Laura E. Kohler 4,454,778 181,833 0 854,088
Michael B. Molepske 4,594,260 42,351 0 854,088

 

Proposal 2

 

The proposal was to ratify the appointment of Dixon Hughes Goodman, LLP (now known as FORVIS, LLP) as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2022.

 

Votes For

Votes

Against

 Abstentions Broker Non-Votes
5,488,717 1,554 428 0

 

Item 7.01 Regulation FD Disclosure.

 

The Company made a presentation to its shareholders at the Annual Meeting. A copy of the presentation is attached as Exhibit 99.1 to this Report on Form 8-K and is incorporated herein by reference.

 

Pursuant to General Instruction B.2 of Form 8-K, the information in this Item 7.01 and Exhibit 99.1 is being furnished to the Securities and Exchange Commission and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities under that Section. Furthermore, the information in this Item 7.01 and Exhibit 99.1 shall not be deemed to be incorporated by reference into the filings of the Registrant under the Securities Act of 1933, as amended, or the Exchange Act.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit
Number		     Description of Exhibit  
       
99.1   Shareholder Presentation, dated June 13, 2022
 104  

Cover Page Interactive Data File (embedded within the Inline XBRL document)

             

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  BANK FIRST CORPORATION  
       
       
Date: June 16, 2022 By: /s/ Kevin M. LeMahieu  
    Kevin M. LeMahieu  
    Chief Financial Officer  

 

 

 

 

Exhibit 99.1

ANNUAL SHAREHOLDER MEETING June 13, 2022

 

 

2 MICHAEL G. ANSAY Chairman of the Board

 

 

Bank First Senior Management Team 3 WELCOME

 

 

Bank First Corporation Board of Directors 4 WELCOME

 

 

• Determination of Quorum • Approval of Minutes • Business to be Conducted 5 WELCOME

 

 

JUDY L. HEUN Election of Directors 6 PROPOSAL 1 MICHAEL G. ANSAY LAURA E. KOHLER MICHAEL B. MOLEPSKE

 

 

Ratify the appointment of Dixon Hughes Goodman, LLP as the Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2022. 7 PROPOSAL 2

 

 

Forward Looking Statements: This presentation may contain certain “forward looking statements” that represent Bank First Corporation’s expectations or beliefs concerning future events. Such forward looking statements are about matters that are inherently subject to risks and uncertainties. Because of the risks and uncertainties inherent in forward looking statements, readers are cautioned not to place undue reliance on them, whether included in this presentation or made elsewhere from time to time by Bank First Corporation or on its behalf. Bank First Corporation disclaims any obligation to update such forward looking statements. In addition, statements regarding historical stock price performance are not indicative of or guarantees of future price performance. 8 FORWARD LOOKING STATEMENTS

 

 

9 MICHAEL B. MOLEPSKE CEO & President

 

 

10 STOCK PERFORMANCE (Total Return) $0 $100 $200 $300 $400 $500 $600 $700 Value of $100 invested on June 1, 2012 (10 year) BFC Russell 2000 S&P Regional Banking ETF $606.13 $ 247.84 $242.87

 

 

11 NET PROMOTER SCORE (NPS) A performance metric used to measure how likely a customer is to recommend Bank First to a friend or colleague. Bank First YTD Avg. = 86 Industry Avg. = 34* *www.customergauge.com

 

 

12 CREATING A SUCCESSFUL CULTURE Tuition Reimbursement Program Annual Clothing Allowance Paid Parental Leave Go365 Wellness Program Paid Volunteer Time Off Generous Paid Time Off Cellphone Allowance New Hire Referral Program

 

 

13 KEVIN LEMAHIEU Chief Financial Officer

 

 

14 FINANCIAL REPORT

 

 

Pre - tax Net Income per Quarter *Annualized based on the first two quarters of 2022. 15 FINANCIAL REPORT $5,000,000 $7,000,000 $9,000,000 $11,000,000 $13,000,000 $15,000,000 $17,000,000 Mar-17 Sep-17 Mar-18 Sep-18 Mar-19 Sep-19 Mar-20 Sep-20 Mar-21 Sep-21 Mar-22

 

 

16 FINANCIAL REPORT Gain on Sales of Loans to the Secondary Market per Quarter $0 $500,000 $1,000,000 $1,500,000 $2,000,000 $2,500,000 $3,000,000 $3,500,000 $4,000,000 $4,500,000 Mar-17 Sep-17 Mar-18 Sep-18 Mar-19 Sep-19 Mar-20 Sep-20 Mar-21 Sep-21 Mar-22 Income from Paycheck Protection Program Loans per Quarter $0 $500,000 $1,000,000 $1,500,000 $2,000,000 $2,500,000 $3,000,000 $3,500,000 $4,000,000 $4,500,000 Mar-17 Sep-17 Mar-18 Sep-18 Mar-19 Sep-19 Mar-20 Sep-20 Mar-21 Sep-21 Mar-22

 

 

Adjusted Net Interest Income* less Non - Interest Expense per Quarter * Adjusted net interest income consists of reported net interest income, less the impacts of income from Paycheck Protection Pro gram loans and purchase accounting adjustments. 17 FINANCIAL REPORT $2,500,000 $3,500,000 $4,500,000 $5,500,000 $6,500,000 $7,500,000 $8,500,000 $9,500,000 Mar-17 Sep-17 Mar-18 Sep-18 Mar-19 Sep-19 Mar-20 Sep-20 Mar-21 Sep-21 Mar-22

 

 

18 FINANCIAL REPORT Dividends Per Share Earnings Per Share (EPS) *Annualized based on the first two quarters of 2022. $0.10 $0.30 $0.50 $0.70 $0.90 $1.10 $1.30 2016 2017 2018 2019 2020 2021 2022* ($1.00) $0.00 $1.00 $2.00 $3.00 $4.00 $5.00 $6.00 2016 2017 2018 2019 2020 2021 Impact of Paycheck Protection Program Impact of Acquisition Costs Impact of Purchase Accounting Core EPS

 

 

19 FINANCIAL REPORT Balanced Loan Growth, Organic and Through Acquisitions (dollars in millions) PORTFOLIO LOANS $0 $500 $1,000 $1,500 $2,000 $2,500 SECONDARY MARKET LOANS $0 $150 $300 $450 $600 $750 $900 Organic Loans Acquired Loans

 

 

20 FINANCIAL REPORT Strong Core Deposit Base (dollars in millions) $0 $500 $1,000 $1,500 $2,000 $2,500 $3,000 2016 2017 2018 2019 2020 2021 May-22 Noninterest Bearing Savings Money Market Time Deposits 16% 26% 27% 27% 27% 26% 33% 25% 26% 21% 15% 10% 9% 40% 15% 29% 29% 17% 29% 19% 29% 26% 26% 27% 31% 31% 32% 32%

 

 

21 MIKE MOLEPSKE CEO & President

 

 

22 TIMELINE OF EVENTS DURING DON’S BOARD TENURE Donald Brisch THANK YOU! • Served on the Francis Creek Advisory Board in 2002 • Joined Bank First Corporation Board in 2006 • Director during the transition from Tom Bare to Mike Molepske

 

 

23 MANITOWOC TWO RIVERS MISHICOT DENMARK BELLEVUE HOWARD SHAWANO CLINTONVILLE IOLA WAUPACA SEYMOUR ASHWAUBENON WEYAUWEGA APPLETON OSHKOSH WHITELAW REEDSVILLE VALDERS KIEL PLYMOUTH SHEBOYGAN ACUITY CEDARBURG WATERTOWN MEQUON TOMAH CHETEK NEW HOLSTEIN NEWTON PLYMOUTH FRANCIS CREEK ST NAZIANZ TOMAH 2006 - 2007 - 2008 - 2009 - 2011 - 2014 - 2016 - 2019 - 2020 - 2021 - 2022 2017 -

 

 

Michael Dempsey 24 THANK YOU! • Joined Bank First in June 2010 • Appointed to Board of Directors in 2014 • Named President of the Bank in 2015

 

 

25 THANK YOU! $1,020 $1,061 $1,124 $1,238 $1,316 $1,753 $1,793 $2,210 $2,718 $2,938 $3,267 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 5/31/2022 ASSET GROWTH (in millions)

 

 

26 THANK YOU! $1.13 $1.30 $1.59 $1.79 $1.99 $2.13 $2.40 $2.44 $3.81 $3.91 $5.07 $5.92 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 EARNINGS PER SHARE

 

 

Laura E. Kohler 27 WELCOME! • Senior Vice President – Human Resources, Stewardship and Sustainability for Kohler Co. Also serves on: • Outward Bound USA • Kohler Trust for the Arts & Education • Kohler Trust for Preservation • John Michael Kohler Arts Center • The Actors Center in New York City • Trustee at Lawrence University

 

 

Who to contact: 28 INVESTOR RELATIONS TEAM Please reach out to Bank First Shareholder Services at IR@bankfirst.com or 920 - 652 - 3360. Our dedicated team will be able to assist with any questions or concerns you may have. Business cards are available at the entrance.

 

 

29 QUESTIONS / COMMENTS

 

 

30 ADJOURNMENT

 

 

SPECIAL MEETING TO APPROVE MERGER June 13, 2022

 

 

THANK YOU!