Item 9A. Controls and Procedures
Item 9A. Controls and Procedures.
Pursuant to Rule 13a-15 of the Securities Exchange Act of 1934 (the “Exchange Act”), the Company’s Chief Executive Officer, Chief Financial Officer and its Disclosure Committee, which includes the Company’s Executive Chairman, Chief Risk Officer, Chief Internal Auditor, Chief Asset Quality Officer, Controller, General Counsel and Director of Financial Reporting, have evaluated, as of the last day of the period covered by this Annual Report on Form 10-K, the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act). Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures of the Company were effective as of the end of the period covered by this Annual Report on Form 10-K.
No changes were made to the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) during the last fiscal quarter of 2023 that has materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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Management’s Report On Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining internal control over financial reporting and for assessing the effectiveness of internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Management has assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria established in “Internal Control—Integrated Framework (2013 edition),” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on that assessment and criteria, management has determined that the Company has maintained effective internal control over financial reporting as of December 31, 2023.
FORVIS LLP, an independent registered public accounting firm, has audited the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023 and has issued an unqualified report thereon.
BancFirst Corporation
Oklahoma City, Oklahoma
February 27, 2024
/ s / David Harlow
David Harlow
President and Chief Executive Officer
(Principal Executive Officer)
/ s / Kevin Lawrence
Kevin Lawrence
Executive Vice President,
Chief Financial Officer
(Principal Financial Officer)
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Report of Independent Registered Public Accounting Firm
Shareholders, Board of Directors and Audit Committee
BancFirst Corporation
Oklahoma City, Oklahoma
Opinion on the Internal Control over Financial Reporting
We have audited BancFirst Corporation’s (the Company) internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework: (2013) issued by COSO.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements of the Company as of December 31, 2023 and 2022 and for each of the three years in the period ended December 31, 2023, and our report dated February 27, 2024, expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definitions and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of reliable financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that 1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; 2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and 3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
/s/ FORVIS, LLP
Oklahoma City, Oklahoma
February 27, 2024
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Item 9B. Other Information.
During the fiscal quarter ended December 31, 2023, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) informed us of the adoption , modification or termination of a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (in each case, as defined in Item 408(a) of Regulation S-K).
There is no information required to be disclosed in a report on Form 8-K during the fourth quarter of the year that was not reported.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections .
Not applicable.
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The information required by this Item is incorporated herein by reference to our Proxy Statement (Schedule 14A) for our 2024 Annual Meeting of Shareholders to be filed with the SEC within 120 days of our fiscal year-end.
Item 11. Executive Compensation.
The information required by this Item is incorporated herein by reference to our Proxy Statement (Schedule 14A) for our 2024 Annual Meeting of Shareholders to be filed with the SEC within 120 days of our fiscal year-end.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
Certain information regarding securities authorized for issuance under our equity compensation plans is included under the section captioned “Equity Compensation Plan Information” in Part II, Item 5, elsewhere in this Annual Report on Form 10-K. Other information required by this Item is incorporated herein by reference to our Proxy Statement (Schedule 14A) for our 2024 Annual Meeting of Shareholders to be filed with the SEC within 120 days of our fiscal year-end.
Item 13. Certain Relationships and Related Transactions and Director Independence .
The information required by this Item is incorporated herein by reference to our Proxy Statement (Schedule 14A) for our 2024 Annual Meeting of Shareholders to be filed with the SEC within 120 days of our fiscal year-end.
Item 14. Principal Accountant Fees and Services.
The information required by this Item is incorporated herein by reference to our Proxy Statement (Schedule 14A) for our 2024 Annual Meeting of Shareholders to be filed with the SEC within 120 days of our fiscal year-end. Our independent registered public accounting firm is FORVIS, LLP Oklahoma City, OK PCAOB ID: 686 .
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PART IV
Item 15. Exhibits and Financial Statement Schedules.
(a) For the financial statements of BancFirst Corporation, reference is made to Part II, Item 8, of this Annual Report on Form 10-K.
(1) Financial Statements:
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets at December 31, 2023 and 2022
Consolidated Statements of Comprehensive Income for the three years ended December 31, 2023, 2022 and 2021
Consolidated Statements of Stockholders’ Equity for the three years ended December 31, 2023, 2022 and 2021
Consolidated Statements of Cash Flow for the three years ended December 31, 2023, 2022 and 2021
Notes to Consolidated Financial Statements
(2) All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.
(3) The following Exhibits are filed with this Report or are incorporated by reference as set forth below:
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Index to Exhibits
Exhibit
Number
Exhibit
2.1
Share Exchange Agreement by and between BancFirst Corporation and Pegasus Bank dated April 23, 2019 (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K/A dated April 25, 2019 and incorporated herein by reference).
3.1
Amended and Restated By-Laws of BancFirst Corporation (filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the Quarter Ended March 31, 2023 and incorporated herein by reference).
3.2
Restated Certificate of Incorporation of BancFirst Corporation dated August 5, 2021 (filed as exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2021 and incorporated herein by reference).
4.1
Instruments defining the rights of securities holders (see Exhibits 3.1 and 3.2 above).
4.2
Description of Registrant’s Securities (filed as Exhibit 4.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 and incorporated herein by reference).
4.3
Form of Amended and Restated Trust Agreement relating to the 7.20% Cumulative Trust Preferred Securities of BFC Capital Trust II (filed as Exhibit 4.5 to the Company’s registration statement on Form S-3/A, File No. 333-112488 dated February 23, 2004 and incorporated herein by reference).
4.4
Form of 7.20% Cumulative Trust Preferred Security Certificate for BFC Capital Trust II (filed as Exhibit D to Exhibit 4.5 to the Company’s registration statement on Form S-3/A, File No. 333-112488 dated February 23, 2004, and incorporated herein by reference).
4.5
Form of Indenture relating to the 7.20% Junior Subordinated Deferrable Interest Debentures of BancFirst Corporation issued to BFC Capital Trust II (filed as Exhibit 4.1 to the Company’s registration statement on Form S-3, File No. 333-112488 dated February 4, 2004 and incorporated herein by reference).
4.6
Form of Certificate of 7.20% Junior Subordinated Deferrable Interest Debenture of BancFirst Corporation (filed as Exhibit 4.2 on Form S-3 to the Company’s registration statement, File No. 333-112488 dated February 4, 2004 and incorporated herein by reference).
4.7
Form of Guarantee of BancFirst Corporation relating to the 7.20% Cumulative Trust Preferred Securities of BFC Capital Trust II (filed as Exhibit 4.7 to the Company’s registration statement on Form S-3/A, File No. 333-112488 dated February 23, 2004 and incorporated herein by reference).
10.1
Amended and Restated BancFirst Corporation Directors’ Deferred Stock Compensation Plan (filed as exhibit 10.12 to the Company's Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2021 and incorporated herein by reference).
10.2
Subordinated Note Purchase Agreement (filed as exhibit 10.1 to the Company's Current Report on Form 8-K dated June 17, 2021 and incorporated herein by reference).
10.3
Amended and Restated BancFirst Corporation Stock Option Plan (filed as exhibit 10.9 to the Company's Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2022 and incorporated herein by reference).
10.4
Amended and Restated BancFirst Corporation Non-Employee Directors’ Stock Option Plan (filed as exhibit 10.10 to the Company's Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2022 and incorporated herein by reference).
10.5
BancFirst Corporation Employee Stock Ownership Plan Amendment to Implement Secure Act and Other Law Changes. (filed as exhibit 10.11 to the Company's Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2022, and incorporated herein by reference) .
10.6
Adoption Agreement for McAfee & Taft Professional Corporation Non-Standardized Employee Stock Ownership Pre-Approved Plan. (filed as exhibit 10.12 to the Company's Quarterly Report on Form 10-Q for the Quarter Ended June 30 2022 and incorporated herein by reference).
10.7
BancFirst Corporation Thrift Plan Amended and Restated Adoption Agreement. (filed as exhibit 10.12 to the Company's Quarterly Report on Form 10-Q for the Quarter Ended September 30, 2022 and incorporated herein by reference) .
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10.8
2023 First Amendment to the BancFirst Corporation Thrift Plan (filed as exhibit 10.14 to the Company's Annual Report on Form 10-K for the year ended December 31, 2022 and incorporated herein by reference).
10.9
2023 First Amendment to the BancFirst Corporation Employee Stock Ownership Plan (filed as exhibit 10.15 to the Company's Annual Report on Form 10-K for the year ended December 31 2022 and incorporated herein by reference).
10.10
BancFirst Corporation 2023 Restricted Stock Unit Plan (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K dated May 25, 2023 and incorporated herein by reference).
14*
BancFirst Corporation Corporate Code of Conduct .
21.1*
Subsidiaries of the Registrant.
23.1*
Consent of Independent Registered Public Accounting Firm.
31.1*
Chief Executive Officer's Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a).
31.2*
Chief Financial Officer's Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a).
32*
CEO’s and CFO’s Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97*
Recovery of Erroneously Awarded Executive Compensation.
101.SCH
Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents.
101.INS
Inline XBRL Instance Document.
104
Cover page Interactive Data File (formatted as Inline XBRL and included in Exhibit 101).
* Filed herewith.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
February 27, 2024
BANCFIRST CORPORATION
/s/ David Harlow
David Harlow
President and Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 27, 2024.
/s/ David E. Rainbolt
/s/ David R. Harlow
David E. Rainbolt
David R. Harlow
Executive Chairman
President and Chief Executive Officer
(Principal Executive Officer)
/s/ F. Ford Drummond
/s/ Joseph Ford
F. Ford Drummond
Joseph Ford
Director
Director
/s/ Joe R. Goyne
Joe R. Goyne
William O. Johnstone
Director
Vice Chairman of the Board
/s/ Mautra Staley Jones
Mautra Staley Jones
Bill G. Lance
Director
Director
/s/ William Scott Martin
Dave R. Lopez
William Scott Martin
Director
Director
/s/ Tom H. McCasland, III
/s/ Leslie Rainbolt
Tom H. McCasland, III
Leslie Rainbolt
Director
Director
/s/ Robin Roberson
/s/ Darryl W. Schmidt
Robin Roberson
Darryl W. Schmidt
Director
Chief Executive Officer, BancFirst and Director
/s/ Natalie Shirley
/s/ Michael K. Wallace
Natalie Shirley
Michael K. Wallace
Director
Director
/s/ Gregory G. Wedel
/s/ G. Rainey Williams, Jr
Gregory G. Wedel
G. Rainey Williams, Jr
Director
Director
/s/ Kevin Lawrence
/s/ Randy Foraker
Kevin Lawrence
Randy Foraker
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
Executive Vice President and Chief Risk Officer
(Principal Accounting Officer)
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PERFORMANCE GRAPH
The performance graph below compares the cumulative total shareholder return on the Company’s Common Stock to the cumulative total return of the NASDAQ Stock Market (U.S. Companies) Index and the NASDAQ Bank Stock Index. The graph assumes an investment on December 31, 2018 of $100 in the Company’s Common Stock and in each index, and that any dividends were reinvested. The performance graph represents past performance and should not be considered an indication of future performance.
As of December 31,
2018
2019
2020
2021
2022
2023
BancFirst Corporation (BANF)
$
100.00
$
127.91
$
124.13
$
152.39
$
193.72
$
217.80
NASDAQ Bank Stocks (U.S.)
100.00
124.38
115.04
164.41
137.65
132.92
NASDAQ Composite Stock Market (U.S)
100.00
136.73
198.33
242.38
163.58
236.70
112