BancFirst Corporation (BANF)
NASDAQ: BANF · Real-Time Price · USD
114.15
-0.64 (-0.56%)
Apr 28, 2026, 4:00 PM EDT - Market closed
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AGM 2025

May 22, 2025

David Harlow
CEO, BancFirst

Good morning. We are called to order, and welcome to the BancFirst shareholders meeting. My introductory comments will be very brief. We all look back at the unwinding of the pandemic stimulus, and while the stimulus run-up was a challenge in its own way, quantitative tightening is probably even more of a challenge to the banking industry. I'm proud to say BancFirst navigated both sets of challenges very well. David Harlow will make comments specifically about the performance of the company at the end of the meeting, so we will proceed with our business. Randy, would you provide proof of notice of the meeting?

Randy Foraker
EVP, BancFirst

Yes. I have a certified copy of the notice of this meeting that was mailed on April 11, 2024, to shareholders of record as of March 28, 2024. On the record date, there were 32,966,678 shares of common stock outstanding, and I also have a list of the shareholders as of the record date.

David Harlow
CEO, BancFirst

Okay. Thank you. Is there anyone present or on the conference call who intends to vote in person? None noted. If that changes...

Speaker 3

Your audio has been muted. Press star six to unmute your audio.

David Harlow
CEO, BancFirst

During the meeting if you've changed your mind. Randy, do we have a quorum?

Randy Foraker
EVP, BancFirst

Yes, we do have a quorum present. The number of shares represented by proxy or in person is 29,044,828 shares, which is 88.1% of the shares outstanding, so a quorum is present.

David Harlow
CEO, BancFirst

All right. Since quorum is present, the meeting is hereby declared convened. Proposal number one is to elect 17 directors as nominated by our board of directors, which functions as a nominating committee of the whole for a one-year term. I need to read the nominees.

Oh, good. I'm not going to read the nominees. They were in the proxy, and I'm sure everybody pored through that for every nod and tittle. Is there any discussion of the proposal?

Speaker 3

You're unmuted.

David Harlow
CEO, BancFirst

Hearing none, would you please report the results of the election?

Randy Foraker
EVP, BancFirst

Yes. I'm pleased to report that 27,209,232 shares voted for all of the directors, which is 93.68%. Obviously, none of the directors received less than a majority of the shares voting.

David Harlow
CEO, BancFirst

I think it's important to point out that that percentage includes broker non-votes, basically as a no.

Randy Foraker
EVP, BancFirst

That's correct. They're not counted as a yes, so essentially they're a no.

David Harlow
CEO, BancFirst

Okay. In general, this is not specifically accurate, but in general, when you add all those broker non-votes back, it pushes this up by 3.5% or 4%. You end up, give or take, 98, 98 plus change on most of these. As we go through these proposals, mentally, if you want to add back broker non-votes to the tune of 3.5% or 4%, which already good numbers become even better at that point. Okay. Proposal number two, to amend the BancFirst directors' deferred stock compensation plan as described in the proxy statement. Any discussion of this proposal? Randy, would you please report on the voting?

Randy Foraker
EVP, BancFirst

Yes.

Speaker 3

You're muted.

Randy Foraker
EVP, BancFirst

In this case, this vote is measured as a percentage of shares outstanding, which of course will be a lower percentage. There were 27,530,535 shares voted for the proposal, which is 83.51% of the shares outstanding.

David Harlow
CEO, BancFirst

That means it has been approved. Let's look at that 83%. That includes not only broker non-votes, that includes non-votes. This is all shares outstanding, voted or not, which is a requirement for these kinds of changes in the—what is it we're voting on? Gregory's compensation.

Randy Foraker
EVP, BancFirst

Yes. It's the amendment to the deferred stock compensation plan.

David Harlow
CEO, BancFirst

That is actually a good number when you factor in the votes that did not even get cast. All right. Proposal number three to ratify Forvis as the company's independent registered public accounting firm. The audit committee selected Forvis to continue as our independent registered public accounting firm for 2024. They have served as our auditors for 11 years now. Greg Wedel is chairman of the audit committee. Greg, any comments? Yeah. They usually are the winner in terms of the highest percentage, so I doubt if he has much to worry about.

George, any comments from you? Thank you, George. Any discussion of this proposal?

Speaker 3

You're unmuted.

David Harlow
CEO, BancFirst

Randy, would you report the results?

Randy Foraker
EVP, BancFirst

In this case, this item is voted by total shares outstanding also. But Forvis is the winner by a landslide of the largest number of votes. It's 28,951,659 shares voted for their appointment, and that is 87.82% of the total shares outstanding, so it has been approved.

David Harlow
CEO, BancFirst

All right. The advisory vote to approve executive compensation, any discussion of this?

Speaker 3

You're unmuted.

David Harlow
CEO, BancFirst

All right. Randy?

Randy Foraker
EVP, BancFirst

This is a matter that we vote on each year, and it's required under securities regulations and proxy rules now. It is an advisory vote on our executive compensation levels and our plans. In this case, there were 27,489,508 shares voted for the advisory vote, which is 94.65% of the shares represented here at the meeting. Again, it's measured a little differently.

David Harlow
CEO, BancFirst

Back up to the only excluding the broker non-votes. That was a strong outcome there. All right. The proposal has been approved, which means all the proposals were approved with good percentages. I'll ask one more time, are there any?

Speaker 3

You're unmuted.

Speaker 4

Comments, questions from any of the attendees, either in person or online? All right. David Harlow, would you make some final comments? Wherever you want.

Randy Foraker
EVP, BancFirst

I will work to be as brief as David was on the opening comments. But just a few things for overall, the company has continued to perform well. 2023 was a very good year for us. First quarter of 2024 was we were at $1.50 a share, and the consensus was $1.39. Had a good beat in the first quarter. And what happens then is they adjust you up if you have a good first quarter. So I'll speak to that in a minute. But so overall, what's kind of contributing to our performance? Really good loan growth, probably ahead of what we had anticipated. Through April, we're up $246 million, up to $7.9 billion in loans, up 3.2%. So very good loan growth.

Deposit growth, since when all of the back in spring of 2023 with the bank failures, we have finally reached deposit shift mixing, shift in the mix from DBA and interest bearing. We are now back to above where we were in total deposits. The mix has certainly changed. Good deposit growth. Our margin has continued to hang in there very good for a couple of reasons. One, the loan growth that I just mentioned, and also as loans are repricing, beginning to reprice, those three and five-year fixed loans that begin to reprice. We have had some securities mature. Out of the securities portfolio where we had some lower-yielding securities that are now moving into Fed funds at the 5.25%. That has helped our margin. We were actually at 3.71 for the first quarter of 2024 on our margin.

The fourth quarter of 2023, we're at 367. Actually had some improvement in margin, which for the industry, that is kind of an outlier. That is very good performance on our margin. Our non-interest income continues to perform well absent Durbin. This is our first full year of the impact of the Durbin Amendment, and that's a $23 million pre-tax number for us. Outside of that, our non-interest income will be down in 2024 because of the full year of Durbin. Our other non-interest income items like our trust business, our insurance business, our treasury business, all growing very nicely and continue to perform well there. Asset quality is still very, very good. We aren't seeing any systemic kind of movement in our classifieds. I think we have always historically performed better than peers through tougher times.

We anticipate if things do get tougher, we will perform better again. Asset quality is very good. Our capital level is obviously very, very strong. However you want to measure it, we continue to grow tangible book value per share at a good pace. Our asset quality—I mean, our capital level is very, very strong. One thing I think through our regulatory products, we switched to the Federal Reserve as our primary federal regulator from the FDIC. We are just kind of getting into that. We were at a conference yesterday down in Dallas, Tuesday and Wednesday, with the Federal Reserve for the regional banking companies that we are a part of now, between $10 billion and $100 billion. There is change there for us. Our first kind of foray and experience with the Fed has been very positive, kind of what we had hoped for.

I think still more to come there. I think we're really trying to get our kind of regulatory footing to understand what the expectations will be, not only for BancFirst, but for Pegasus and Worthington and the company overall. Early returns are very positive there. I think we're pleased with that change. Our liquidity is still very, very strong, over $2.2 billion at the Fed, a little less than 20% liquidity. We don't have, and speaking about our liquidity and our deposits, we don't have any broker deposits, no listing deposits, still continue to be funded by our core deposits in our community banking system. Very, very strong there. Our outlook for the remainder of the year, I think, is reasonably positive.

Everybody's still waiting on what the ultimate outcome will be with the economy, when or if the Fed will begin to reduce rates in the second half of the year. We will see. I feel like we're very, very well positioned regardless of what happens with our strong balance sheet, our fortress balance sheet, and whatever kind of opportunities present themselves here in the next half of the year and into 2025, we'll be ready for it. Those are my comments unless there are questions.

Speaker 3

You're unmuted.

Speaker 4

Okay. I'll ask one more time. Are there any other questions from any of the attendees, either online or in person? Thank you all for being here. If seeing no further questions, I'll declare the meeting adjourned.

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