BOK Financial Corporation Files Definitive Proxy Statement

TL;DR

<b>BOK Financial Corporation has filed its Definitive Proxy Statement for the fiscal year ending December 31, 2023.</b>

AI Summary

BOK FINANCIAL CORP (BOKF) filed a Proxy Statement (DEF 14A) with the SEC on March 21, 2024. BOK Financial Corporation filed a Definitive Proxy Statement on March 21, 2024. The filing covers the fiscal year ending December 31, 2023. The company's principal executive offices are located in Tulsa, Oklahoma. BOK Financial Corporation operates within the National Commercial Banks industry. The filing is made pursuant to Section 14(a) of the Securities Exchange Act of 1934.

Why It Matters

For investors and stakeholders tracking BOK FINANCIAL CORP, this filing contains several important signals. This filing provides shareholders with essential information regarding corporate governance, executive compensation, and voting matters, enabling informed participation in company decisions. As a DEF 14A filing, it signifies a formal communication to shareholders about upcoming annual meetings and related proposals, crucial for regulatory compliance and shareholder rights.

Risk Assessment

Risk Level: low — BOK FINANCIAL CORP shows low risk based on this filing. The filing is a routine DEF 14A, indicating standard corporate disclosure rather than significant new events or risks.

Analyst Insight

Review the proxy statement for details on executive compensation, board nominations, and any shareholder proposals to understand management's strategy and potential impacts.

Key Numbers

• 2023-12-31 — Fiscal Year End (Conformed Period of Report)
• 2024-03-21 — Filing Date (Filed As Of Date)
• DEF 14A — Form Type (Filing Values)
• 001-37811 — SEC File Number (Filing Values)

Key Players & Entities

• BOK FINANCIAL CORP (company) — Registrant Name
• 0000875357-24-000013 (other) — Accession Number
• 2024-03-21 (date) — Filing Date
• 2023-12-31 (date) — Fiscal Year End
• 74172 (other) — Business Zip Code
• 9185886000 (other) — Business Phone
• 1934 Act (regulation) — SEC Act
• 6021 (other) — Standard Industrial Classification

FAQ

Industry Context

BOK Financial Corporation is a bank holding company operating in the National Commercial Banks sector.

Regulatory Implications

The filing is made under Section 14(a) of the Securities Exchange Act of 1934, which governs the solicitation of proxies.

What Investors Should Do

1. Review executive compensation details and justifications.
2. Analyze board member nominations and qualifications.
3. Examine any shareholder proposals and management's recommendations.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a standard disclosure document for public companies regarding shareholder meetings and voting.

Filing Documents

• bokf-20240320.htm (DEF 14A) — 1062KB
• bokf-20240320_g1.jpg (GRAPHIC) — 81KB
• bokf-20240320_g10.jpg (GRAPHIC) — 58KB
• bokf-20240320_g11.jpg (GRAPHIC) — 63KB
• bokf-20240320_g12.jpg (GRAPHIC) — 66KB
• bokf-20240320_g13.jpg (GRAPHIC) — 64KB
• bokf-20240320_g14.jpg (GRAPHIC) — 366KB
• bokf-20240320_g15.jpg (GRAPHIC) — 254KB
• bokf-20240320_g16.jpg (GRAPHIC) — 848KB
• bokf-20240320_g17.jpg (GRAPHIC) — 547KB
• bokf-20240320_g2.jpg (GRAPHIC) — 9KB
• bokf-20240320_g3.jpg (GRAPHIC) — 62KB
• bokf-20240320_g4.jpg (GRAPHIC) — 6KB
• bokf-20240320_g5.jpg (GRAPHIC) — 12KB
• bokf-20240320_g6.jpg (GRAPHIC) — 109KB
• bokf-20240320_g7.jpg (GRAPHIC) — 96KB
• bokf-20240320_g8.jpg (GRAPHIC) — 116KB
• bokf-20240320_g9.jpg (GRAPHIC) — 50KB
• 0000875357-24-000013.txt (&nbsp;) — 8307KB
• bokf-20240320.xsd (EX-101.SCH) — 3KB
• bokf-20240320_def.xml (EX-101.DEF) — 4KB
• bokf-20240320_lab.xml (EX-101.LAB) — 5KB
• bokf-20240320_pre.xml (EX-101.PRE) — 3KB
• bokf-20240320_htm.xml (XML) — 153KB

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 8 PROPOSAL ONE - ELECTION OF DIRECTORS 10 Nominees and Vote Required to Elect Nominees 10 Term of Office 10 Family Relationships 10 Information about Nominees 10 PROPOSAL TWO - RATIFICATION OF SELECTION OF AUDITOR 16 PROPOSAL THREE - ADVISORY VOTE TO APPROVE THE COMPENSATION OF NAMED EXECUTIVE OFFICERS 17 CORPORATE GOVERNANCE 18 Director Compensation 19 Attendance of Meetings 20 Director Nominations 20 Director Independence 21 Compensation Committee Interlocks and Insider Participation 21 Board Role in Oversight of Risk 21 Committees of the Board of Directors 22 Executive Session Meetings 25 Communication with the Board of Directors 25 Report of the Audit Committee 26 Principal Accountant Fees and Services 27 Board Leadership Structure 27 Board Diversity Matrix 28 Executive Officers 29 BOK Financial Corporation | 2 EQUITY COMPENSATION PLAN INFORMATION 33 COMPENSATION DISCUSSION AND ANALYSIS 34

Executive Compensation Program Overview

Executive Compensation Program Overview 34 2023 Executive Compensation Summary 34 Promoting Long-Term Growth and Discouraging Excessive Risk Taking 35 Evaluating Executive Compensation Relative to Peer and Overall Earnings Performance 36 Factors Used for Establishing Executive Compensation 37 Components of Executive Compensation 38 Compensation Philosophy and Objectives 44 Change of Control and Termination Benefits 45 Equity Grant Policy 45 Tax and Accounting Considerations 45 Committee Report 45

EXECUTIVE COMPENSATION TABLES

EXECUTIVE COMPENSATION TABLES 46 Summary Compensation Table 46 2023 Pay Ratio Disclosure 48 Option Exercises and Stock Vested 48 Grants of Plan-Based Awards 49 Outstanding Equity Awards at Fiscal Year-End 51 Pension Benefits 51 Nonqualified Deferred Compensation 52 Potential Payments Upon Termination 53 PAY VERSUS PERFORMANCE (PVP) 56 ENVIRONMENTAL, SOCIAL AND GOVERNANCE PRACTICES 61 RELATED PARTY TRANSACTION REVIEW AND APPROVAL POLICY 66 CERTAIN TRANSACTIONS 66 SECTION 16(a) REPORTS 67 PROPOSALS OF SHAREHOLDERS FOR 2024 ANNUAL MEETING 67 ELIMINATION OF DUPLICATE PROXIES 68 OTHER MATTERS 68 BOK Financial Corporation | 3 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS To be held on April 30, 2024 To Our Shareholders: Notice is hereby given that the Annual Meeting of Shareholders of BOK Financial Corporation (the "Company"), an Oklahoma corporation, will be held via live webcast at www.virtualshareholdermeeting.com/BOKF2024 on April 30, 2024, at 2:30 p.m. Central Time, for the following purposes: 1. To fix the number of directors to be elected at seventeen (17) and to elect seventeen (17) persons as directors for a term of one year or until their successors have been elected and qualified; 2. To ratify the selection of Ernst & Young LLP as the Company's independent auditor for the fiscal year ending December 31, 2024; 3. To consider an advisory vote to approve the compensation of the named executive officers; and 4. To transact such other business as may properly be brought before the annual meeting or any adjournment or adjournments thereof. The annual meeting may be adjourned from time to time and, at any reconvened meeting, action with respect to the matters specified in this notice may be taken without further notice to shareholders unless required by the Company's Bylaws. The Board recommends that shareholders vote FOR (i) the director nominees named in the accompanying Proxy Statement, (ii) the ratifi

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management As of March 4, 2024, there were 64,626,703 shares of common stock issued and outstanding. The following table sets forth, as of March 4, 2024 (except as otherwise noted in the notes to table), the beneficial ownership of common stock of BOK Financial Corporation by those persons who were, at December 31, 2023, (i) the Chief Executive Officer (Stacy Kymes), (ii) the Chief Financial Officer (Martin E. Grunst), and (iii) the three other most highly compensated executive officers of the Company who were serving as executive officers at the end of 2023 (the "named executives"); each director and nominee; and, as a group, all such persons and other executive officers not named in the table. Name of Beneficial Owner Amount & Nature of Beneficial Ownership (1) Percent of Class (2) Alan S. Armstrong 4,725 (3) * Steven Bangert 72,221 (4) * Chester E. Cadieux, III 4,750 * John W. Coffey 6,800 * Joseph W. Craft, III 4,259 * Scott B. Grauer 68,625 (5) * David F. Griffin 43,841 (6) * Martin E. Grunst 33,220 (7) V. Burns Hargis 19,230 (8) * Douglas D. Hawthorne 7,432 (9) * Kimberley D. Henry 2,850 * E. Carey Joullian, IV 7,363 (10) * George B. Kaiser 37,982,600 (11) 58.77% Stacy C. Kymes 117,310 (12) * Stanley A. Lybarger 37,299 (13) * Steven J. Malcolm 5,242 (14) * Marc C. Maun 36,936 (15) Emmet C. Richards 6,292 (16) * Claudia S. San Pedro 2,736 (17) * Kayse M. Shrum 75 Peggy I. Simmons 750 * Michael C. Turpen 3,138 * Brad A. Vincent 34,678 (18) Rose M. Washington-Jones 1,265 * All directors, nominees and executive officers listed on pages 29-32 (32 persons) 59.72% * Less than one percent (1%) (1) Except as otherwise indicated, all shares are beneficially owned and the sole investment and voting power is held by the person named. Certain shares included here (i.e. options exercisable within 60 days and unvested restricted stock granted as of February 20, 2024) do not count towards a

View Full Filing

View this DEF 14A filing on SEC EDGAR