BancFirst Corporation (BANF) Earnings Call Transcript & Summary

All right. Good morning, everybody. David Rainbolt here. We're going to call the 2020 Shareholders' Meeting to order. And the first thing we need to do is take a roll call of the directors. So Randy, Secretary of the Board, would you do that?

Yes. So I'll conduct the roll call for the directors. And first [indiscernible] C.L. Craig? C.L. Craig?

I don't think he's with us.

Ford Drummond?

Here.

Joe Ford?

Here.

Joe Goyne?

Here.

David Harlow?

Here.

Frank Keating? Frank Keating? Bill Johnstone?

Here.

Bill Lance? Bill Lance? Dave Lopez? Dave Lopez? Scott Martin?

[indiscernible]

H. Tom McCasland?

Here.

[Foreign Language]

Ron Norick? Ron Norick? David Rainbolt?

Here.

H. E. Rainbolt?

[Foreign Language]

Would everybody please, mute your phones until we call your names for roll. All right.

H.E. Rainbolt?

[Foreign Language]

Robin Roberson? Robin Roberson? Michael Samis?

Here.

Darryl Schmidt?

Here.

Natalie Shirley?

Here.

Mike Wallace?

Here.

Greg Wedel? Greg Wedel? Rainey Williams? Okay. Roll call is completed.

I think Randy, L. Craig is here.

Okay.

Randy, would you [indiscernible]

[indiscernible] certify proof of notice of the meeting [indiscernible] on [ April 15 ], 2020 [indiscernible] common stock outstanding [indiscernible] list of shareholders [indiscernible]

I don't know if anyone heard all that, but Randy did certify proof of notice of the meeting. And so I would ask, is there anyone present that intends to vote their shares in person. If so, would you state your name and the number of shares that you're entitled to vote. [Voting]

None voted. All right. We have a quorum present, the number of shares represented by proxy or in person is 28,857,222 shares, which is 88.4% of the shares outstanding, there is a quorum present.

Since quorum is present, the meeting is hereby declared convened. Let's go to the proposals. Proposal 1, to elect the 22 directors nominated by the Board for a 1-year term. Is there any discussion of this proposal? Kevin, please report the results.

[ 27,437,111 ] shares or 84.2% of the shares outstanding voted for the election of directors. No individual director received affirmative vote of less than a majority of the shares outstanding. All the nominees have been elected.

Okay. Proposal #2, to amend the stock option plan to increase the number of shares of common stock authorized to be granted after the date of such amendment, 200,000 shares. Since we've had no shareholder say that we're going to vote in present, do I need to keep asking you that, Randy?

No, you don't.

I will not seek that then. Kevin, would you please report the results?

27,209,164 shares or 83.3% of the shares outstanding voted for the proposal. It has been approved.

Proposal 3, to amend the BancFirst Corporation nonemployee stock -- nonemployee directors' stock option plan to increase the number of shares, common stock authorized to be granted after such amendment to 30,000 shares. Kevin?

[ 27,800,071 ] shares or 82.9% of the shares outstanding voted for the proposal. It has been approved.

All right. Proposal 4, to ratify BKD as the company's independent registered public accounting firm. BKD has been selected by the Audit Committee to continue as the company's independent registered public accounting firm for the year ended 12/31/2020. They have served as our auditors for 7 years. Greg Wedel is Chairman of the Audit Committee. Greg, would you like to make any comments? Hearing none, Brian West is the engagement partner with BKD. Brian, I believe you're on the line. Would you like to make any comments?

[indiscernible] I don't have anything to add.

Okay. All right. Kevin, would you please report the results voted for proposal?

[indiscernible] [ 87.9% ] of the shares outstanding voted for the proposal. It has been approved.

Okay. Proposal 5, to consider an advisory vote to approve the compensation of the named executive officers. Kevin, would you please report the results?

27,261,195 shares or 83.5% of the shares outstanding voted for the proposal. It has been approved.

Okay. I apologize for the inconvenient shareholders' meeting. I hope next year, we'll be able to convene in a normal economy and in a normal environment. If any shareholders were here that wanted to comment or had questions and just felt uncomfortable in this format, I encourage you to call me here at our headquarters and/or Kevin Lawrence, Darryl Schmidt or David Harlow. We are more than welcome to address any comments any shareholders or institutional shareholders or analysts have. So with that, I would ask for a motion to adjourn the meeting.

I move to adjourn.

I second.

Unless there's opposition, the meeting will be adjourned. Would the directors, please dial into the call-in number, while we take about a 5 -- about a 15-minute break. And at 9:30, the directors would call back in for our directors' meeting. Thank you.