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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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) | June 16, 2023 |
Bank First Corporation
(Exact name of registrant as specified in its charter)
| Wisconsin | 001-38676 | 39-1435359 |
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
| 402 North 8th Street, Manitowoc, WI | 54220 |
| (Address of principal executive offices) | (Zip Code) |
| Registrant’s telephone number, including area code | (920) 652-3100 |
N/A
(Former name or former address, if changed 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Ticker symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $0.01 per share | BFC | The Nasdaq Stock Market LLC |
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 x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for company with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x Effective June 12, 2023, Bank First Corporation director Robert W. Holmes retired from the Board. New director Timothy J. McFarlane was elected to the Board.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Bank First Corporation held its 2023 Annual Meeting of Shareholders on June 12, 2023 (the “Annual Meeting”). Following is a summary of the proposals that were submitted to the shareholders for approval and a tabulation of the votes with respect to each proposal.
Proposal 1
The proposal was to elect as directors the three (3) nominees named in the proxy statement to serve until the 2026 Annual Meeting of Shareholders.
| Nominee | Votes For | Vote Against | Abstentions | Broker Non-Votes |
| Stephen E. Johnson | 4,794,702 | 991,640 | 0 | 1,387,148 |
| Timothy J. McFarlane | 5,476,679 | 309,663 | 0 | 1,387,148 |
| David R. Sachse | 4,805,125 | 981,217 | 0 | 1,387,148 |
Proposal 2
The proposal was to ratify the appointment of FORVIS, LLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2023.
| Votes For | Votes Against |
Abstentions | Broker Non-Votes |
| 7,124,799 | 6,073 | 42,618 | 0 |
| Item 7.01 | Regulation FD Disclosure. |
The Company made a presentation to its shareholders at the Annual Meeting. A copy of the presentation is attached as Exhibit 99.1 to this Report on Form 8-K and is incorporated herein by reference.
Pursuant to General Instruction B.2 of Form 8-K, the information in this Item 7.01 and Exhibit 99.1 is being furnished to the Securities and Exchange Commission and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities under that Section. Furthermore, the information in this Item 7.01 and Exhibit 99.1 shall not be deemed to be incorporated by reference into the filings of the Registrant under the Securities Act of 1933, as amended, or the Exchange Act.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description of Exhibit | |
| 99.1 | Shareholder Presentation, dated June 12, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BANK FIRST CORPORATION | |||
| Date: | June 16, 2023 | By: | /s/ Kevin M. LeMahieu |
| Kevin M. LeMahieu | |||
| Chief Financial Officer | |||
Exhibit 99.1
ANNUAL SHAREHOLDER MEETING June 12, 2023
2 MICHAEL B. MOLEPSKE Chairman and Chief Executive Officer Bank First Corporation Board of Directors 3 WELCOME
Bank First Senior Management Team 4 WELCOME Special Guests 5 WELCOME MARK KANALY Partner at Alston & Bird, LLP SARAH SAUNDERS Partner at Forvis
6 ROBERT W. HOLMES RETIRING DIRECTOR • Joined Bank First Corporation in 2020 after serving as Executive Chairman of the Board of Tomah Bancshares, Inc.
• 40+ years of financial service experience • Founded First Insurance Services, Inc.(Wisconsin Savings Bank) and Timberwood Bank • Founded Advanced Bioenergy Thank You! 7 TIMOTHY J. MCFARLANE NEW DIRECTOR • Joined Bank First as President in February 2023 as part of the Hometown Bancorp, Ltd. merger • 35+ years of financial service experience • Grew Hometown Bank from $189 million in assets to $654 million in assets • Oversees retail and business banking operations, as well as marketing, human resources, credit administration, and deposit/loan operations Welcome! • Determination of Quorum • Approval of Minutes • Business to be Conducted 8 MEETING BUSINESS
Election of Directors 9 PROPOSAL 1 TIMOTHY J. MCFARLANE STEPHEN E. JOHNSON DAVID R. SACHSE Ratify the appointment of FORVIS, LLP (f/k/a Dixon Hughes Goodman, LLP) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.
10 PROPOSAL 2
Forward Looking Statements : This presentation may contain certain “forward looking statements” that represent Bank First Corporation’s expectations or beliefs concerning future events . Such forward looking statements are about matters that are inherently subject to risks and uncertainties . Because of the risks and uncertainties inherent in forward looking statements, readers are cautioned not to place undue reliance on them, whether included in this presentation or made elsewhere from time to time by Bank First Corporation or on its behalf . Bank First Corporation disclaims any obligation to update such forward looking statements . In addition, statements regarding historical stock price performance are not indicative of or guarantees of future price performance . 11 FORWARD LOOKING STATEMENTS 12 KEVIN LEMAHIEU Chief Financial Officer
QUARTERLY PRE - TAX NET INCOME (previous 5 years) 13 FINANCIAL REPORT $5,000,000 $7,000,000 $9,000,000 $11,000,000 $13,000,000 $15,000,000 $17,000,000 $19,000,000 Jun-18 Dec-18 Jun-19 Dec-19 Jun-20 Dec-20 Jun-21 Dec-21 Jun-22 Dec-22 QUARTERLY EARNINGS PER SHARE (previous 5 years) 14 FINANCIAL REPORT $0.80 $0.90 $1.00 $1.10 $1.20 $1.30 $1.40 $1.50 $1.60 Jun-18 Dec-18 Jun-19 Dec-19 Jun-20 Dec-20 Jun-21 Dec-21 Jun-22 Dec-22
15 FINANCIAL REPORT QUARTERLY EARNINGS PER SHARE (previous 5 years) ($0.50) $0.00 $0.50 $1.00 $1.50 $2.00 Jun-18 Sep-18 Dec-18 Mar-19 Jun-19 Sep-19 Dec-19 Mar-20 Jun-20 Sep-20 Dec-20 Mar-21 Jun-21 Sep-21 Dec-21 Mar-22 Jun-22 Sep-22 Dec-22 Mar-23 Adjusted EPS Impact of Purchase Accounting Impact of Acquisition Costs Total EPS QUARTERLY ADJUSTED EARNINGS PER SHARE (previous 5 years) 16 FINANCIAL REPORT $0.60 $0.80 $1.00 $1.20 $1.40 $1.60 $1.80 Jun-18 Dec-18 Jun-19 Dec-19 Jun-20 Dec-20 Jun-21 Dec-21 Jun-22 Dec-22
17 FINANCIAL REPORT Gain on Sales of Loans to the Secondary Market per Quarter $0 $500,000 $1,000,000 $1,500,000 $2,000,000 $2,500,000 $3,000,000 $3,500,000 $4,000,000 $4,500,000 Jun-18 Dec-18 Jun-19 Dec-19 Jun-20 Dec-20 Jun-21 Dec-21 Jun-22 Dec-22 Income from Paycheck Protection Program Loans per Quarter $0 $500,000 $1,000,000 $1,500,000 $2,000,000 $2,500,000 $3,000,000 $3,500,000 $4,000,000 $4,500,000 Jun-18 Dec-18 Jun-19 Dec-19 Jun-20 Dec-20 Jun-21 Dec-21 Jun-22 Dec-22 COST OF FUNDS PER QUARTER 19 FINANCIAL REPORT 0.00% 0.25% 0.50% 0.75% 1.00% 1.25% 1.50% 1.75% 2.00% Jun-18 Dec-18 Jun-19 Dec-19 Jun-20 Dec-20 Jun-21 Dec-21 Jun-22 Dec-22
18 FINANCIAL REPORT
20 FINANCIAL REPORT STRONG CORE DEPOSIT BASE (dollars in millions) $0 $500 $1,000 $1,500 $2,000 $2,500 $3,000 $3,500 2017 2018 2019 2020 2021 2022 May-23 Noninterest Bearing Time Deposits Other Interest Bearing 46% 54% 55% 59% 56% 53% 32% 26% 21% 15% 10% 25% 29% 46% 25% 29% 20% 26% 14% 31% 10% 32% 14% 31% 15% 21 FINANCIAL REPORT $1,061 $1,124 $1,238 $1,316 $1,753 $1,793 $2,210 $2,718 $2,938 $3,660 $4,110 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 5/31/2023 ASSET GROWTH (in millions)
22 FINANCIAL REPORT DIVIDENDS PER SHARE *Annualized based on the first two quarters of 2023. $0.10 $0.30 $0.50 $0.70 $0.90 $1.10 $1.30 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023* One - time $0.29 special dividend 23 STOCK PERFORMANCE (Total Return) $0 $100 $200 $300 $400 $500 $600 $700 Value of $100 invested on June 1, 2013 (10 year) BFC Russell 2000 S&P Regional Banking ETF $574.10 $ 177.78 $146.84
24 TIM MCFARLANE President
25 RECENT MERGERS Denmark Bancshares, Inc. • Completed August 12, 2022 • Increased asset size by $687.6 million • Expanded our footprint into Denmark, Shawano, Reedsville/Whitelaw Hometown Bancorp, Ltd. • Completed February 10, 2023 • Increased asset size by $627.6 million • Expanded our footprint into Fond du Lac, Wautoma, Pardeeville, Poynette, Cambridge 26 OUR PROMISE We are a relationship - based bank focused on providing innovative solutions that are value driven to the communities we serve.
27 LARGE BANK FAILURES HOW BANK FIRST IS DIFFERENT: • Recognized as one of the top - performing banks in the country • Relationship - based model of banking • Average deposit size of Bank First’s customer base is $25,000 • Conservative investment strategy 28 FACILITIES HOWARD Targeted Fourth Quarter 2023 Opening OPERATIONS CENTER Opened January 2023!
29 FACILITIES FOND DU LAC Targeted for 2024 REEDSVILLE Targeted Fourth Quarter 2023 Opening 30 FACILITIES Office Timeline Description Reedsville/Whitelaw 2023 Consolidating the Reedsville/Whitelaw locations to a new facility located along Hwy.
10 in Reedsville. Targeted completion is October 2023. Howard 2023 New construction on Shawano Avenue in progress. Target completion is December 2023. Clintonville 2023 Interior remodel scheduled for 2023. Shawano 2023 Interior remodel scheduled for 2023. Fond du Lac 2024 Consolidating into N. Peters Avenue location in September. New location coming in 2024 with site announcement coming soon! Denmark 2024 Exploring options for a remodel or rebuild on existing site. Sturgeon Bay TBD Site location announcement coming soon! PROJECTS IN PROCESS Who to contact: 32 SHAREHOLDER SERVICES TEAM Please reach out to Bank First Shareholder Services at shareholderservices@bankfirst.com or 920 - 652 - 3360.
31 QUESTIONS / COMMENTS
Our dedicated team will be able to assist with any questions or concerns you may have. Business cards are available at the entrance.
THANK YOU!