Item 5.03 Amendments to Articles of Incorporation or Bylaws.
BancFirst Corporation Amends its Bylaws
On March 23, 2023, the Board of BancFirst Corporation approved an amendment to
the Company's Bylaws to provide that the vote required for contested elections
of directors be based upon a plurality of the shares voting on the election.
Item 8.01 Other Events.
On March 23, 2023, the Board of BancFirst Corporation approved a Restriced Stock
Unit Plan, (the "Plan"). The Plan was established to create incentives which are
designed to motivate participants to put forth maximum effort toward the success
and growth of the Company and to enable the Company and its subsidiaries to
attract and retain experienced individuals who by their position, ability and
diligence are able to make important contributions to the Company's success.
Toward these objectives, the Plan provides for the grant of RSUs to Eligible
Employees and Eligibe Directors, subject to the conditions set forth in the
Plan. The Plan will be presented for approval at the annual shareholders meeting
on May 25, 2023. The Company intends to terminate the current stock option plans
when the Plan becomes effective.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
3.1 Amendmet to Bylaws.
10.1 BancFirst Corporation 2023 Restricted Stock Unit Plan
10.2 BancFirst Corporation Employee Restricted Stock Unit Agreement
10.3 BancFirst Corporation Director Restricted Stock Unit Agreement
104 Cover Page Interactive Data File (embedded within the inline XBRL document).
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