BOK FINANCIAL CORP
For the period ended Dec 31, 2023. Filed Mar 21, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 31, 2023 · Filed Mar 21, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
| X | Filed by Registrant |
|---|---|
| Filed by a Party other than the Registrant |
Check the appropriate box:
| Preliminary Proxy Statement | |
| Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| X | Definitive Proxy Statement |
|---|---|
| Definitive Additional Materials |
BOK FINANCIAL CORPORATION
(Name of Registrant as Specified In Its Charter)
Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| X | No fee required. |
|---|---|
| Fee computed on table below per Exchange Act Rules 14-a-6(i)(1) and 0-11. | |
| 1) Title of each class of securities to which transaction applies: | |
| 2) Aggregate number of securities to which transaction applies: | |
| 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |
| 4) Proposed maximum aggregate value of transaction: | |
| 5) Total fee paid: | |
| Fee paid previously with preliminary materials. | |
| Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |
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March 21, 2024
To Our Shareholders:
The Annual Meeting of Shareholders of BOK Financial Corporation will be held this year on Tuesday, April 30, 2024, at 2:30 p.m. Central Time as a virtual meeting of shareholders. You will be able to participate in the meeting, vote, and submit questions during the meeting via live webcast by visitingwww.virtualshareholdermeeting.com/BOKF2024 and entering your secure control number, which can be found on the enclosed proxy card. Details of the business to be conducted at the annual meeting are given in the attached Notice of Annual Meeting and Proxy Statement. Also enclosed is our Annual Report to Shareholders, covering the fiscal year ended December 31, 2023.
We hope that you will be able to attend this meeting via live webcast, but all shareholders, whether or not they expect to attend the meeting, are requested to complete, date and sign the enclosed proxy and return it in the enclosed envelope as promptly as possible.
Sincerely,
George B. Kaiser, Chairman of the
Board of Directors
Stacy C. Kymes, President and
Chief Executive Officer
TABLE OF CONTENTS
| NOTICE OF ANNUAL MEETING OF SHAREHOLDERS | 4 |
|---|---|
| PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS | 5 |
| General | 5 |
| Voting by Proxy | 5 |
| Voting and Quorum Requirements at the Meeting | 6 |
| Solicitation of Proxies | 6 |
| Principal Executive Offices of the Company | 7 |
| Principal Shareholders of the Company | 7 |
| 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 |
| EQUITY COMPENSATION PLAN INFORMATION | 33 |
|---|---|
| COMPENSATION DISCUSSION AND ANALYSIS | 34 |
| 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 | 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 |
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