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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 2, 2023
Commission File No. 001-37811
BOK FINANCIAL CORP ET AL
(Exact name of registrant as specified in its charter)
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| Oklahoma |
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73-1373454 |
(State or other jurisdiction
of Incorporation or Organization) |
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(IRS Employer
Identification No.) |
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| Bank of Oklahoma Tower |
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| Boston Avenue at Second Street |
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| Tulsa, |
Oklahoma |
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74192 |
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(Zip Code) |
(918) 588-6000
(Registrant’s telephone number, including area code)
N/A
___________________________________________
(Former name or former address, if changes 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:
☐ 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)).
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐ Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5.07. Submission of Matters to a Vote of Security Holders
(a)On May 2, 2023, BOK Financial Corporation (“BOKF”) held its annual meeting of shareholders.
(b)The matters voted upon at the annual meeting, and the number of votes cast for or against, as well as the number of abstentions and broker non-votes as to each such matter (where applicable), are set forth below:
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| 1. Election of Directors |
For |
Against/Withheld |
Abstain |
Non-Vote |
| Alan S. Armstrong |
55,816,499 |
3,326,904 |
— |
3,163,586 |
| Steven Bangert |
52,341,732 |
6,801,671 |
— |
3,163,586 |
| Chester E. Cadieux, III |
45,696,337 |
13,447,066 |
— |
3,163,586 |
| John W. Coffey |
52,369,045 |
6,774,358 |
— |
3,163,586 |
| Joseph W. Craft, III |
55,723,818 |
3,419,585 |
— |
3,163,586 |
| David F. Griffin |
55,090,071 |
4,053,332 |
— |
3,163,586 |
| V. Burns Hargis |
55,735,153 |
3,408,250 |
— |
3,163,586 |
| Douglas D. Hawthorne |
52,323,095 |
6,820,308 |
— |
3,163,586 |
| Kimberley D. Henry |
55,840,968 |
3,302,435 |
— |
3,163,586 |
| E. Carey Joullian, IV |
51,555,294 |
7,588,109 |
— |
3,163,586 |
| George B. Kaiser |
49,911,008 |
9,232,395 |
— |
3,163,586 |
| Stacy C. Kymes |
52,438,980 |
6,704,423 |
— |
3,163,586 |
| Stanley A. Lybarger |
49,674,626 |
9,468,777 |
— |
3,163,586 |
| Steven J. Malcolm |
55,059,029 |
4,084,374 |
— |
3,163,586 |
| E.C. Richards |
55,751,163 |
3,392,240 |
— |
3,163,586 |
| Claudia San Pedro |
55,913,369 |
3,230,034 |
— |
3,163,586 |
| Peggy I. Simmons |
52,369,459 |
6,773,944 |
— |
3,163,586 |
| Michael C. Turpen |
55,734,680 |
3,408,723 |
— |
3,163,586 |
| Rose M. Washington |
55,942,430 |
3,200,973 |
— |
3,163,586 |
| 2. Ratification of Ernst & Young LLP as Auditor for Fiscal Year Ending December 31, 2023 |
61,619,193 |
684,687 |
3,109 |
— |
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| 3. Advisory vote to approve the compensation of named executive officers |
58,875,404 |
224,174 |
43,825 |
3,163,586 |
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| 4. Advisory vote to approve frequency of advisory vote to approve the compensation of named executive officers |
1 year |
2 years |
3 years |
Abstain |
— |
| 57,393,090 |
11,638 |
1,716,725 |
21,950 |
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For |
Against/Withheld |
Abstain |
Non-Vote |
| 5. Amendment to the 2009 Omnibus Incentive Plan |
58,204,258 |
840,948 |
98,197 |
3,163,586 |
(c)In accordance with the results of the advisory vote on the frequency of shareholder votes on executive compensation, the Board of Directors of BOKF has determined that an advisory vote to approve the compensation of the named executive officers of BOKF will be conducted annually.
ITEM 9.01. Financial Statements and Exhibits.
(a)Exhibits
104 Interactive Data Files.
Signature
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.
BOK FINANCIAL CORPORATION
By: /s/ Martin E. Grunst
Martin E. Grunst
Executive Vice President
Chief Financial Officer
Date: May 5, 2023
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