BancFirst (BANF) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 28, 2026, with both in-person and virtual attendance options.

• Shareholders will vote on electing 17 directors, ratifying the auditor, and approving executive compensation.

• Record date for voting eligibility is March 31, 2026; each share has one vote, no cumulative voting.

• Proxy materials and annual report are available online; voting can be done by mail, phone, or internet.

Voting matters and shareholder proposals

• Proposal 1: Elect 17 directors for a one-year term; all nominees recommended by the Board.

• Proposal 2: Ratify Forvis Mazars, LLP as independent auditor for 2026; Board recommends approval.

• Proposal 3: Advisory vote on executive compensation (Say-on-Pay); Board recommends approval.

• Shareholders may submit proposals for the 2027 meeting by December 11, 2026.

Board of directors and corporate governance

• Board consists of 17 members, with 47% diversity in gender, race, or ethnicity.

• Majority of directors are independent per NASDAQ standards; regular board refreshment and assessment processes.

• Board committees include Audit, Compensation, Executive, Independent Directors, Board Issues, Information Security, and Sustainability.

• Board leadership is separated between CEO and Chairman; regular assessment of structure and risk oversight.