Bancfirst Corp

1. 1

   Election of 17 Directors

   ManagementBoard: FOR

   Elect 17 director nominees named in the proxy to serve one-year terms until the 2027 annual meeting.

2. 2

   Ratification of Selection of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee and Board’s selection of Forvis Mazars, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

3. 3

   Advisory Vote to Approve Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory vote asking shareholders to approve the executive compensation philosophy, policies and procedures and the compensation of the Company’s named executive officers as disclosed in the proxy.

   More detail

   This management-sponsored advisory proposal requests shareholder approval, on a non-binding basis, of the Company’s executive compensation philosophy, policies, procedures and the disclosed compensation of named executive officers. Management is seeking approval to confirm shareholder support for its compensation program and to provide the Compensation Committee and Board with feedback used in setting and overseeing compensation. The proposal follows the Company’s established practice of annual Say-on-Pay votes (consistent with shareholder preference expressed in 2023) and is positioned as advisory only, so it does not create binding contractual rights. The Board explicitly recommends a vote FOR and points to extremely high prior shareholder approval (99% in 2025) as evidence of alignment between pay and performance. The proxy highlights that the Compensation Committee uses multiple measures—budgeted net income, classified assets to capital and internal audit ratings—when linking pay to performance, and notes governance elements such as deferred bonus pools, caps on incentive payouts, and the committee’s independent oversight. Approving the proposal signals investor support for the Company’s mix of fixed and variable pay, its use of short- and long-term incentives, and the committee’s discretion in evaluating outcomes; a rejection would be a clear signal to the Compensation Committee to re-evaluate plan design, metrics, or disclosures. Although non-binding, the vote is a reputational governance metric that can influence future compensation design, disclosure practices, and shareholder engagement. Given the Company’s stated alignment of pay with performance and strong historical support, the Board recommends approval; investors evaluating the vote should weigh the program’s transparency, the specific performance metrics used, the presence of governance safeguards (e.g., deferred bonus pool, clawback/recovery policy), and past high approval rates in assessing whether the program appropriately incentivizes long-term shareholder value.

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When is the Bancfirst Corp 2026 annual meeting?

Bancfirst Corp (BANF) holds its 2026 annual shareholder meeting on Thursday, May 28, 2026.

What is the record date for the Bancfirst Corp 2026 meeting?

The record date for the Bancfirst Corp 2026 meeting is Tuesday, March 31, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Bancfirst Corp's 2026 meeting?

The board is presenting 17 director nominees at the Bancfirst Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Bancfirst Corp 2026 meeting?

Shareholders will vote on 3 proposals at the Bancfirst Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.