Washington, D.C. 20549





Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



Date of Report (Date of earliest event reported) May 27, 2016


(Exact name of registrant as specified in its charter)


OKLAHOMA 0-14384 73-1221379

(State or other jurisdiction 

of incorporation) 


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


(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 (see General Instruction A.2. below):


¨ 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))





Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.


Nasdaq compliance letter


BancFirst Corporation (the “Company”) received a letter from the Nasdaq Stock Market LLC on May 25, 2016, stating the Nasdaq staff had determined that the Company failed to comply with a Listing Rule, due to the inclusion on the Company’s Audit Committee of a director, despite being a non-voting member, who did not meet the independence criteria. Following discussions with the Nasdaq Staff, the subject director resigned from the Audit Committee. Accordingly, the Company has been informed by NASDAQ that it has regained compliance with the rule and the matter is closed. The Listing Rule involved was Rule 5605(c)(2).





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.


Date: May 27, 2016 /s/ Kevin Lawrence  
  Kevin Lawrence
  Executive Vice President
  Chief Financial Officer