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
| Item 5.02 | (e) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. |
On February 22, 2018 the board of directors of BancFirst Corporation (the “Company”) approved 2018 Amendment Number 1 to the BancFirst Corporation Employee Stock Ownership Plan and 2018 Amendment Number 1 to the BancFirst Corporation Thrift Plan .
The amendments to the Plans are filed herewith as Exhibit 10.1 and 10.2.
| Item 5.02 | (d) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. |
On February 22, 2018 the board of directors of the Company appointed Mr. Scott Martin as a director. Mr. Martin accepted the position effective immediately. His term will expire at the annual meeting of shareholders in May 2018 at which time he will stand for re-election. Mr. Martin was a principal shareholder and Chairman of the Board of both First Wagoner Corp. and First Chandler Corp.
There are no arrangements or understandings between Mr. Martin and any other persons pursuant to which he was selected as director and there are no transactions between the Company and Mr. Martin that would require disclosure under Item 404(a) of Regulation S-K.
Mr. Martin will serve on the Independent Directors’ Committee and will participate in the Company’s outside director fee schedule as follows.
| · | A retainer of $1,500 per quarter for serving on the Company’s Board of Directors. |
| · | A retainer of $1,500 per month for serving on the Bank’s Board of Directors. |
| · | A stock option grant of 10,000 shares. |
The option grant is provided under the BancFirst Corporation Non-Employee Directors’ Stock Option Plan and is exercisable at the rate of 25% per year beginning one year from the date of grant. If a director is terminated for cause, all options will be forfeited immediately. If a director ceases to be a member of the Board for any other reason, unvested options will terminate and only previously vested options may be exercised for a period of 30 days following termination (or 12 months in the case of termination on account of death).
Non-employee directors can elect to defer all or any portion of their cash compensation through the BancFirst Corporation Directors’ Deferred Stock Compensation Plan. Under the plan, directors of the Company may defer up to 100% of their Board fees. They are credited for each deferral with a number of stock units based on the current market price of the Company’s stock, which accumulate in an account until such time as the director terminates service as a Board member. Shares of our common stock are then distributed to the terminating director based upon the number of stock units accumulated in his or her account. Because stock units are not actual shares of our common stock, they do not have any voting rights.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. | ||
| Exhibit No. | Description |
10.1 BancFirst Corporation Employee Stock Ownership Plan 2018 Amendment Number 1.
10.2 BancFirst Corporation Thrift Plan 2018 Amendment Number 1.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BancFirst Corporation | ||
| (Registrant) | ||
| Date: February 26, 2018 | /s/ Kevin Lawrence | |
| Kevin Lawrence | ||
| Executive Vice President | ||
| Chief Financial Officer |
Exhibit 10.1
BANCFIRST CORPORATION Employee Stock OWNERSHIP PLAN
2018 AMENDMENT Number one
ARTICLE I.
PURPOSE AND EFFECITVE DATE
1.1 Purpose and Explanation of Amendment. BancFirst Corporation (“BancFirst”) is the Sponsor of the BancFirst Corporation Employee Stock Ownership Plan (the “ESOP”). BancFirst intends to amend the ESOP to provide for eligibility of employees of First Bank & Trust Company of Wagoner (“First Bank-Wagoner”) and First Bank of Chandler.
1.2 Effective date of Amendment . This Amendment is effective as indicated herein.
1.3 Superseding of inconsistent provisions . This Amendment supersedes the provisions of the ESOP to the extent those provisions are inconsistent with the provisions of this Amendment.
1.4 Construction. Except as otherwise specifically provided in this Amendment, any reference to “Article” or “Section” in this Amendment refers only to Articles and Sections within this Amendment, and is not a reference to the ESOP.
ARTICLE II.
SERVICE CREDIT OF EMPLOYEES
2.1 Effective date. The provisions of this Article II shall be effective as of the date BancFirst became sole shareholder of First Bank-Wagoner and First Bank of Chandler, January 12, 2018.
2.2 Participation. First Bank of Chandler shall be permitted to be a participating employer in the ESOP effective as of January 12, 2018.
2.3 Eligibility and Vesting Service Credit for Employees. Notwithstanding, with respect to persons who are employed by First Bank-Wagoner as of January 12, 2018 and continue such employment after such date, subject to the ESOP’s break in service provisions, employment service with First Bank-Wagoner shall be counted as employment service under the ESOP for purposes of determining eligibility to participate and vesting.
2.4 Eligibility and Vesting Service Credit for Employees First Bank of Chandler. Notwithstanding, with respect to persons who are employed by First Bank of Chandler as of January 12, 2018 and continue such employment after such date, subject to the ESOP’s break in service provisions, employment service with First Bank of Chandler shall be counted as employment service under the ESOP for purposes of determining eligibility to participate and vesting.
ARTICLE III.
ALLOCATION OF CONTRIBUTIONS
For purposes of allocating Employer Contributions under the ESOP, (i) the Compensation of participants who become eligible to participate in the ESOP pursuant to Section 2.3 above shall only include Compensation paid on or after January 1, 2018 and (ii) the Compensation of participants who become eligible to participate in the ESOP pursuant to Section 2.4 shall include Compensation paid on or after January 1, 2018.
ARTICLE IV.
REQUIRED ARBITRATION OF CLAIMS
Article VIII of the ESOP’s governing document is amended to include the following additional section:
9.11 Arbitration . Any claim, controversy or cause of action (collectively “Claims”) asserted by a Plan Participant or Beneficiary occurring on or after the Effective Date of the Plan and arising from or related to the Plan or its operation including without limitation –
(i) Claims that have been subject to the procedures set forth in Subsection 8.6;
(ii) Claims for breach of any duty under applicable law including without limitation Claims made pursuant to Section 502 of ERISA, or
(iii) Claims related to the existence, scope or validity of this amendment,
shall be submitted to arbitration in accordance with the Expedited Labor Arbitrations rules of the American Arbitration Association (the “AAA”). All arbitration proceedings shall be held in Oklahoma City, Oklahoma. The administrative fees of the AAA and the fees of the arbitrator shall be borne by the Plan Administrator.
The procedure specified in this subsection shall be the sole and exclusive procedure available to a Participant or Beneficiary who is dissatisfied with a determination or a benefit award or who is otherwise adversely affected by an action by the Plan Administrator, the Trustee, or any other fiduciary or party in interest with respect to the Plan.
No arbitration proceeding hereunder shall be certified as a class action or proceed as a class action, or on a basis involving claims brought in a purported representative capacity on behalf of other Plan Participants or Beneficiaries or persons similarly situated, and no arbitration proceeding hereunder shall be consolidated with, or joined in any way, with any other arbitration proceeding. All Claims must be made on an individual basis and no Claim can be made as a plaintiff or class member on a joint, collective or class action basis in any purported class or representative action.
| 2 |
This Section 9.11 shall be effective as of January 1, 2018.
This amendment has been executed this 12th day of February, 2018.
| BANCFIRST CORPORATION | ||
| By: /s/ Randy Foraker | ||
| Name: Randy Foraker | ||
| Title: EVP & Secretary | ||
| EMPLOYER | ||
| 3 |
EXHIBIT 10.2
AMENDMENT NUMBER 2018 Number 1
BancFirst Corporation Thrift Plan
BY THIS AGREEMENT, BancFirst Corporation Thrift Plan (herein referred to as the "Plan") is hereby amended as follows, effective as of February 1, 2018, except as otherwise provided herein:
| 1. | The section of the Adoption Agreement entitled "ELECTIVE SERVICE CREDITING" is amended as follows: |
ELECTIVE SERVICE CREDITING (1.59(C)) . The Plan must credit Related Employer Service under Section 1.24(C) and also must credit certain Predecessor Employer/Predecessor Plan Service under Section 1.59(B). If the Plan is a Multiple Employer Plan, the Plan also must credit Service as provided in Section 12.08. The Plan also elects under Section 1.59(C) to credit as Service the following Predecessor Employer service (Choose one of (a) or (b).) :
| (a) | [n/a] | Not applicable. No elective Predecessor Employer Service crediting applies. |
| (b) | x | Applies. The Plan credits the specified service with the following designated Predecessor Employers as Service for the Employer for the purposes indicated (Choose one or both of (1) and (2) as applicable. Complete (3). Choose (4) if applicable.) : |
[ Note: Any elective Service crediting under this Election 13 must be nondiscriminatory .]
| (1) | [n/a] All purposes. Credit as Service for all purposes, service with Predecessor Employer(s): (insert as many names as needed) . | |
| (2) | x | Designated purposes. Credit as Service, service with the following Predecessor Employer(s) for the designated purpose(s): |
(1)
Eligibility |
(2)
Vesting |
(3) Contribution Allocation |
|
| a. | Employer: Union Bank of Chandler, Union National Bancshares of Chandler, Inc., Exchange National Bank of Moore, Okemah National Bank, Bank of Commerce - Yukon, Wilcox & Jones (now part of Armour Assurance, Inc., Park State Bank, First Bartlesville Bank, Lincoln National Bank, Armour Assurance, Inc., RBC Agency, Inc., Exchange Bancshares of Moore,1st Bank of Oklahoma, First Bank & Trust Company of Wagoner and First Bank of Chandler | x | x | ¨ | ||
| b. | Employer: | ¨ | ¨ | ¨ | ||
| c. | Employer: | ¨ | ¨ | ¨ |
| (3) | Time period. Subject to any exceptions noted under Election 13(b)(4), the Plan credits as Service under Elections 13(b)(1) or (2) (Choose one or more of a., b., and c. as applicable.) : |
| a. | [n/a] All. All service, regardless of when rendered. | |
| b. | [n/a] Service after. All service, which is or was rendered after: (specify date) . | |
| c. | x Service before. All service, which is or was rendered before: the dates specified in 13(b)4 (specify date) . |
| (4) | x | Describe elective Predecessor Employer Service crediting: For Employees of Union Bank of Chandler and Union National Bancshares of Chandler, Inc. who were employed by such entities as of November 10, 2010 and continue such employment through December 31, 2010, all service with such entities is credited; For Employees of Exchange National Bank of Moore and Exchange Bancshares of Moore, who were employed by such entities as of December 31, 2010 all service with such entities is credited; For Employees of 1st Bank Oklahoma, who were employed by such entity as of January 1, 2012 and continue such service after such date, all service with such entity is credited; For Employees of Okemah National Bank, who were employed by such entity as of October 20, 2011 and who continue employment as Employees after such date, all service with such entity is credited; For Employees of RBC Insurance Agency, Inc. ("RBCIA") persons who were employed by such entity as of the date of the acquisition of such entity by BancFirst Corporation or its affiliate and who remain employed by RBCIA, BancFirst Corporation or one of its affiliates after such acquisition shall be credited with their service with RBCIA; For employees of Bank of Commerce, Yukon ("BCY") who were employed by BCY as of October 1, 2015, all service with BCY shall be credited; For employees of First Bank & Trust Company of Wagoner and First Bank of Chandler who were employed by either entity on January 12, 2018 and remained employed with such entities after such date, service prior to January 12, 2018 shall be credited. |
| 1 |
| 2. | The section of the Adoption Agreement entitled "ENTRY DATE" is amended as follows: |
| ENTRY DATE (2.02(D)) . Entry Date means the Effective Date and (Choose one or more of (a) through (g). Choose Contribution Types as applicable.) : |
| (1) | (2) | (3) | (4) | ||||
| All | Elective | ||||||
| Contributions | Deferrals | Matching | Nonelective | ||||
| (a) | x | Semi-annual. The first day of the first month and of the seventh month of the Plan Year. | x | OR | ¨ | ¨ | ¨ |
| (b) | [n/a] | First day of Plan Year. | ¨ | OR | ¨ | ¨ | ¨ |
| (c) | [n/a] | First day of each Plan Year quarter. | ¨ | OR | ¨ | ¨ | ¨ |
| (d) | [n/a] | The first day of each month. | ¨ | OR | ¨ | ¨ | ¨ |
| (e) | [n/a] | Immediate. Upon Employment Commencement Date or if later, upon satisfaction of eligibility conditions. | ¨ | OR | ¨ | ¨ | ¨ |
| (f) | [n/a] | First day of each payroll period. | [ ] | OR | ¨ | ¨ | ¨ |
| (g) | x Describe Entry Date(s): The employees of First Bank of Chandler and First Bank & Trust Company of Wagoner, the entry date shall be March 1, 2018. |
| 3. | The section of the Administrative Checklist entitled "RELATED AND PARTICIPATING EMPLOYERS/MULTIPLE EMPLOYER PLAN" is amended as follows: |
AC5. RELATED AND PARTICIPATING EMPLOYERS/MULTIPLE EMPLOYER PLAN (1.24(C)/(D)) . There are or are not Related Employers and Participating Employers as follows (Complete (a) through (d).) :
| (a) | Related Employers. (Choose one of (1) or (2).) : | ||||
| (1) | ¨ | None. | |||
| (2) | x | Name(s) of Related Employers: BancFirst, Wilcox Jones & McGrath, Inc., and First Bank of Chandler | |||
| (b) | Participating (Related) Employers. (Choose one of (1) or (2).) : | ||||
| (1) | ¨ | None. | |||
| (2) | x | Name(s) of Participating Employers: BancFirst, Wilcox Jones & McGrath, Inc., First Bank of Chandler See SFC Election 76 for details. | |||
| (c) | Former Participating Employers. (Choose one of (1) or (2).) : | ||||
| (1) | ¨ | None. | |||
| (2) | x | Applies. | |||
| Name(s) | Date of cessation | |||
| 1st Bank Oklahoma | 03/31/2012 | |||
| Bank of Commerce | 11/30/2015 |
First Bank- Chandler shall be permitted to be a Participating Employer in the Plan effective as of March 1, 2018.
* * * * * * *
The Employer executes this Amendment on the date specified below.
| BancFirst Corporation | ||
| Date: 2/12/18 | By: | /s/ Randy Foraker EVP & Secretary |
| EMPLOYER | ||
| 2 |