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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 17, 2026

 

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 ¨

 

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. ¨

 

 

 

 

 

 

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

 

Effective June 15, 2026, Bank First Corporation (the “Company”) director Stephen E. Johnson retired from the Board of Directors (the “Board”). New directors Steven M. Eldred and Todd A. Sprang were elected to the Board. Incumbent director and Company President Timothy J. McFarlane was elected to a second term.

 

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

 

The Company held its 2026 Annual Meeting of Shareholders on June 15, 2026 (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 three (3) nominees named in the proxy statement to serve until the 2029 Annual Meeting of Shareholders.

 

Nominee  Votes For  Vote Against  Abstentions  Broker Non-Votes
Steven M. Eldred  5,239,200  255,872  0  2,528,553
Timothy J. McFarlane  5,255,918  239,154  0  2,528,553
Todd A. Sprang  5,321,610  173,462  0  2,528,553

 

Proposal 2

 

The proposal was to ratify the appointment of Forvis Mazars, LLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2026.

 

Votes For  Votes
Against
  Abstentions  Broker Non-Votes
7,946,631  20,716  56,589  0

 

Proposal 3

 

The proposal was an advisory vote on the compensation of the Company’s named executive officers.

 

Votes For  Votes
Against
  Abstentions  Broker Non-Votes
5,097,459  343,024  54,589  2,528,553

 

 

 

 

Proposal 4

 

The proposal was to approve an amendment to the Company’s Articles of Incorporation.

 

Votes For  Votes
Against
  Abstentions  Broker Non-Votes
5,329,700  142,460  22,912  2,528,553

 

Item 7.01Regulation FD Disclosure.

 

The Company made a presentation to its shareholders at the Annual Meeting. A copy of the presentation is attached as Exhibit 99.2 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 9.01Financial Statements and Exhibits.

 

(d)Exhibits

 

Exhibit
Number
  Description of Exhibit
99.1   Press Release dated June 16, 2026
     
99.2   Annual Meeting Presentation dated June 15, 2026
     
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 17, 2026 By: /s/ Kevin M. LeMahieu
    Kevin M. LeMahieu
    Chief Financial Officer

 

 


ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

EXHIBIT 99.1

EXHIBIT 99.2

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