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EX-10.1 - EXHIBIT 10.1 - BANCFIRST CORP /OK/v392422_ex10-1.htm

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) October 23, 2014

 

BANCFIRST CORPORATION

 (Exact name of registrant as specified in its charter)
 
OKLAHOMA 0-14384 73-1221379
(State or other jurisdiction of incorporation)  (Commission
File Number)
 (I.R.S. Employer
Identification No.)

 

101 North Broadway, Oklahoma City, Oklahoma

73102
 (Address of principal executive offices)  (Zip Code)
 
Registrant’s telephone number, including area code    (405) 270-1086
 
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 240.13a-4(c))
         

 

 

 
 

 

Item 1.01.Entry into a Material Definitive Agreement.

 

On October 23, 2014, the Board of Directors of BancFirst Corporation (the “Company”) approved the adoption of an Amended and Restated BancFirst Corporation Directors’ Stock Option Plan (“the Stock Option Plan”), which reflects certain amendments to the Company’s Third Amended and Restated BancFirst Corporation Directors’ Stock Option. The amendment to the Stock Option Plan was to require that any decrease to the Option Exercise Price of any option exercise agreements, by cancellation and substitution of options or otherwise, must have stockholder approval.

 

The amended Plan is filed herewith as Exhibit 10.1.

 

Item 3.03.Material Modification to Rights of Security Holders.

 

The disclosure in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

 

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

 

The disclosure in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.

 

Item 9.01.Financial Statements and Exhibits.

 

(d)Exhibits. The following exhibit is being filed herewith:

 

(10.1)Fourth Amended and Restated BancFirst Corporation Directors’ Stock Option Plan

 

 

SIGNATURES

 

 

Pursuant to the requirements of the Securities and 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 October 28, 2014

/s/ Randy Foraker                                                 

Randy Foraker

Executive Vice President

Interim Chief Financial Officer

(Principal Financial and Accounting Officer)