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

BancFirst Corporation

(Exact name of Registrant as Specified in Its Charter)

(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:

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

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 ☐

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

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

On May 23, 2024, BancFirst Corporation (the “Company”) held its annual meeting of shareholders. As of the record date on March 28, 2024, the total number of shares of common stock outstanding and entitled to vote at the annual meeting was 32,966,678, of which 29,437,048 shares were represented at the meeting in person or by proxy. The purpose of the annual meeting was to vote on four proposals: (i) to elect the 17 directors nominated by our board; (ii) to approve the amendment of the BancFirst Corporation Directors' Deferred Stock Compensation Plan; (iii) to ratify FORVIS, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; and (iv) an advisory vote to approve the compensation of the named executive officers. Each of the foregoing proposals was set forth and described in the Notice of Annual Meeting and Proxy Statement of the Company dated April 3, 2024. At the meeting, the shareholders elected all 17 directors; approved the amendment to the BancFirst Corporation Directors' Deferred Stock Compensation Plan; ratified FORVIS, LLP as our independent registered public accounting firm; and approved the compensation of the named executive officers.

The number of votes cast for or against, as well as the number of abstentions and broker non-votes as to each such matter (where applicable), are set forth below:

Item 7.01 Regulation FD Disclosure.

BancFirst Corporation Announces Declaration of Quarterly Dividend on its Common Stock and an Interest Payment on its BFC Capital Trust II

On May 23, 2024, BancFirst Corporation’s Board of Directors declared a $0.43 per share cash dividend on its common stock. The dividend is payable July 15, 2024, to shareholders of record on June 28, 2024. BancFirst Corporation will also pay the quarterly interest payment on $26.8 million of its 7.20% Junior Subordinated Debentures related to the trust preferred securities issued by its statutory trust subsidiary, BFC Capital Trust II. The trust will use the proceeds of the interest payment to pay a dividend of $0.45 per share on the trust preferred securities, payable July 15, 2024, to shareholders of record on June 28, 2024.

Item 9.01 Financial Statements and Exhibits.

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 thereunto duly authorized.

ATTACHMENTS / EXHIBITS

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