Board changes and 2026 vote outcomes at Bank First (NASDAQ: BFC)
Rhea-AI Filing Summary
Bank First Corporation reported results of its 2026 Annual Meeting of Shareholders and announced changes to its Board. Director Stephen E. Johnson retired effective June 15, 2026, and shareholders elected Steven M. Eldred, Timothy J. McFarlane, and Todd A. Sprang as directors to serve until the 2029 annual meeting. The auditor ratification proposal received 7,946,631 votes for, and shareholders approved an advisory vote on executive compensation and an amendment to the Company’s Articles of Incorporation. A press release and shareholder presentation describing the board transition and meeting highlights were furnished as exhibits.
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8-K Event Classification
Key Figures
Key Terms
broker non-votes financial
independent registered public accounting firm financial
advisory vote financial
Articles of Incorporation financial
Emerging growth company regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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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:
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| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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 company with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective June 15, 2026, Bank First Corporation (the “Company”) director Stephen E. Johnson retired from the Board of Directors (the “Board”). New directors Steven M. Eldred and Todd A. Sprang were elected to the Board. Incumbent director and Company President Timothy J. McFarlane was elected to a second term.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Company held its 2026 Annual Meeting of Shareholders on June 15, 2026 (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 2029 Annual Meeting of Shareholders.
| Nominee | Votes For | Vote Against | Abstentions | Broker Non-Votes | ||||
| Steven M. Eldred | 5,239,200 | 255,872 | 0 | 2,528,553 | ||||
| Timothy J. McFarlane | 5,255,918 | 239,154 | 0 | 2,528,553 | ||||
| Todd A. Sprang | 5,321,610 | 173,462 | 0 | 2,528,553 |
Proposal 2
The proposal was to ratify the appointment of Forvis Mazars, LLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2026.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 7,946,631 | 20,716 | 56,589 | 0 |
Proposal 3
The proposal was an advisory vote on the compensation of the Company’s named executive officers.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 5,097,459 | 343,024 | 54,589 | 2,528,553 |
Proposal 4
The proposal was to approve an amendment to the Company’s Articles of Incorporation.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 5,329,700 | 142,460 | 22,912 | 2,528,553 |
| 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 99.2 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 | Press Release dated June 16, 2026 | |
| 99.2 | Annual Meeting Presentation dated June 15, 2026 | |
| 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 17, 2026 | By: | /s/ Kevin M. LeMahieu |
| Kevin M. LeMahieu | ||
| Chief Financial Officer | ||
Exhibit 99.1
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PO Box 10, Manitowoc, WI 54221-0010 For further information, contact: Rachel Oakes, Marketing Communications Manager Phone: (608) 372-2265, roakes@bankfirst.com |
NEWS release
[For Immediate Release]
Bank First Corporation Announces Retirement of Board Director Stephen Johnson
MANITOWOC, WI, June 16, 2026 -- Bank First Corporation (NASDAQ: BFC), the holding company of Bank First, announces the retirement of Stephen E. Johnson from its Board of Directors, effective June 15, 2026.
Mr. Johnson joined the Board in January 2019 and brought decades of leadership experience in both the financial services and insurance industries. During his tenure, he served on the Audit, Compensation, Governance and Nominating, Loan, and Community Reinvestment Act “CRA” Committees. He brought a thoughtful perspective on risk, compliance, lending, and community reinvestment to Board discussions, helping guide the Bank’s strategic direction and governance.
STEPHEN E. JOHNSON
“Steve’s steady leadership and practical insight have made a meaningful impact on our organization,” said Mike Molepske, Chief Executive Officer and Chairman of the Board at Bank First. “His commitment to relationship-based banking and strong governance perspective helped guide our continued growth. We are grateful for his service.”
Mr. Johnson previously served as Market President and CRA Officer for Bank First. Prior to joining the Bank, he was the Director of Compliance for First National Bank of Waupaca from 2016 to 2017 and served as Chairman of the Board of First National Bank of Waupaca as well as Waupaca Bancorporation, Inc. Before entering the banking industry, he spent more than 35 years with Sentry Insurance A Mutual Company, serving in a variety of leadership positions across operations, underwriting, marketing, and strategic planning.
A strong advocate for community involvement, Mr. Johnson has maintained deep ties to the Waupaca area. He has supported numerous organizations, including the Waupaca County Emergency Food and Shelter Program and the Western Golf Association/Evans Scholars Foundation. He has also served on several boards, including the ThedaCare Foundation of Waupaca, the ThedaCare Family of Foundations, the Waupaca Area Community Foundation, and the School District of Waupaca Board of Education.
Bank First extends its gratitude to Mr. Johnson for his leadership and the meaningful impact he made throughout his years of service.
To learn more about Bank First, visit www.bankfirst.com.
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| 1 |
Bank First Corporation provides financial services through its subsidiary, Bank First, N.A., which was incorporated in 1894. Bank First offers loan, deposit, treasury management, trust, and wealth management services at each of its 38 banking locations in Wisconsin and Illinois. The Bank has grown through both acquisitions and de novo branch expansion. Bank First employs approximately 546 full-time equivalent staff and has assets of approximately $6 billion. Insurance services are available through its bond with Ansay & Associates, LLC. Further information about Bank First Corporation is available by clicking the Shareholder Services tab at www.bankfirst.com.
| 2 |
Exhibit 99.2
| ANNUAL SHAREHOLDER MEETING June 15, 2026 |
| Forward Looking Statements: This presentation may contain certain “forward-looking statements” representing Bank First Corporation’s expectations or beliefs concerning future events. Such forward-looking statements are about matters inherently subject to risks and uncertainties. Because of the risks and uncertainties inherent in forward-looking statements, readers are cautioned not to rely 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 do not indicate or guarantee future price performance. 2 FORWARD-LOOKING STATEMENTS |
| Mike Molepske Chairman of the Board & Chief Executive Officer 3 WELCOME Newl Appointed |
| Newly Appointed Newly Appointed 4 BOARD OF DIRECTORS Erin Davis Chief Executive Officer of Quality Roasting, Inc. Mary-Kay Bourbulas Co-Owner, Founder and Manager of Handen Distillery Steven Eldred Retired Chairman and Chief Executive Officer of Centre 1 Bancorp, Inc. Daniel "Skip" McConeghy Vice President, Chief Accounting and Tax Officer of Johnson Controls Phillip Maples Partner at the law firm of DeWitt, LLP Michael Stayer-Suprick Retired Chief Executive Officer of Johnsonville Holdings Todd Sprang Certified Public Accountant, Retired Principal of CliftonLarsonAllen LLP Peter Van Sistine Strategy Consultant of Upstart Michael Molepske Chief Executive Officer and Chairman of the Board of Bank First Timothy McFarlane President of Bank First Robert Gregorski Founder and Principal of Gregorski Development, LLC |
| 5 Stephen Johnson RETIRING DIRECTOR • Director of Bank First since 2019, with prior service as Market President and CRA Officer at Bank First • Served on the Audit, Compensation, Governance and Nominating, Loan, and CRA Committees • Brought a thoughtful perspective on risk, compliance, lending, and community reinvestment • Strong advocate for community involvement with deep local ties to the Waupaca area • Valued for steady leadership, practical insight, and commitment to the Bank’s mission |
| Newly Appointed 6 SENIOR MANAGEMENT Debbie Weyker SVP Marketing Michael Molepske Chief Executive Officer and Chairman of the Board Jason Krepline Chief Lending Officer Timothy McFarlane President Kevin LeMahieu Chief Financial Officer Meghann Kasper Chief Credit Officer Sharol Schroeder SVP Human Resources Scott Tuma VP Enterprise Risk Management Mark Leach Chief Wealth Management Officer Matt Longmeyer Chief Information Officer Kelly Dvorak Chief Legal Counsel Brendan Marston Chief Operations Officer Caryn Langolf SVP BSA/Compliance Newly Appointed |
| 7 SPECIAL GUESTS Mark Kanaly Partner, Alston & Bird, LLP Sarah Saunders Partner, Fovis Mazars |
| • Determination of Quorum • Approval of Minutes • Business to be Conducted 8 MEETING BUSINESS |
| To elect three (3) directors of the Company, each for three-year terms and in each case until their successors are elected and qualified. 9 PROPOSAL 1 Steven Eldred Retired Chairman and Chief Executive Officer of Centre 1 Bancorp, Inc. Todd Sprang Certified Public Accountant, Retired Principal of CliftonLarsonAllen LLP Timothy McFarlane President of Bank First |
| 10 To ratify the appointment of FORVIS MAZARS, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. PROPOSAL 2 To approve the compensation of the Company’s named executive officers through an advisory vote. PROPOSAL 3 |
| 11 To approve an amendment to the Company’s Restated Articles of Incorporation to modify shareholder approval requirements for certain fundamental transactions. PROPOSAL 4 To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof. PROPOSAL 5 |
| Kevin LeMahieu Chief Financial Officer 12 FINANCIAL REPORT |
| 13 $2.00 $3.00 $4.00 $5.00 $6.00 $7.00 $8.00 Dec-16 Dec-17 Dec-18 Dec-19 Dec-20 Dec-21 Dec-22 Dec-23 Dec-24 Dec-25 Compounded annual growth rate: 10 year = 13.0% 5 year = 7.4% ANNUAL EARNINGS PER SHARE (PREVIOUS 10 YEARS) |
| 14 STRONG CORE DEPOSIT BASE (DOLLARS IN MILLIONS) $0 $500 $1,000 $1,500 $2,000 $2,500 $3,000 $3,500 $4,000 $4,500 $5,000 $5,500 2020 2021 2022 2023 2024 2025 Mar-26 Noninterest Bearing Time Deposits Other Interest Bearing 55% 58% 56% 52% 55% 54% 30% 27% 18% 55% 14% 31% 10% 32% 14% 30% 17% 31% 17% 28% 16% |
| 15 ASSET GROWTH (DOLLARS IN MILLIONS) $1,316 $1,753 $1,793 $2,210 $2,718 $2,938 $3,660 $4,222 $4,495 $4,506 $6,069 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 3/31/2026 Waupaca Bancorporation, Inc. ($347 million) Partnership Community Bancshares, Inc. ($308 million) Tomah Bancshares, Inc. ($210 million) Denmark Bancshares, Inc. ($686 million) Hometown Bancorp, LTD. ($615 million) Centre 1 Bancorp, Inc. ($1.58 billion) |
| 16 DIVIDENDS PER SHARE *Assumes dividends for the third and fourth quarters of 2026 equal the dividend declared for the second quarter ($0.55). $0.10 $1.10 $2.10 $3.10 $4.10 $5.10 $6.10 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026* One-time $0.29 special dividend One-time $3.50 special dividend |
| 17 STOCK PERFORMANCE (Total Return) $0 $100 $200 $300 $400 $500 $600 5/31/2016 5/31/2017 5/31/2018 5/31/2019 5/31/2020 5/31/2021 5/31/2022 5/31/2023 5/31/2024 5/31/2025 5/31/2026 Value of $100 invested on June 1, 2016 (10 year) BFC Russell 2000 S&P Regional Banking ETF $576.42 $252.08 $209.04 10 yr. compounded annual growth rate: BFC = 19.1% Russell 2000 = 9.7% S&P Regional Banking ETF = 7.7% 5 yr. compounded annual growth rate: BFC = 16.1% Russell 2000 = 5.1% S&P Regional Banking ETF = 1.9% |
| Tim McFarlane President 18 MERGERS |
| 19 STRATEGIC GROWTH • Announced merger on July 18, 2025 • Legal close completed January 1, 2026 • Systems conversion completed May 18, 2026 What this means: • Combined two relationship-focused community banks with shared values and culture • Expanded our presence across South-Central Wisconsin and North-Central Illinois • Added Trust & Wealth Management expertise and services • Enhanced commercial banking capabilities through greater lending capacity and Treasury Management solutions • Added a dedicated Fraud Department to strengthen customer protection and support First National Bank and Trust Merger Overview |
| 20 STRATEGIC GROWTH Peoples State Bank Merger Overview • Announced merger on May 19, 2026 • Pending regulatory and shareholder approvals • Close and conversion planned for December 4, 2026 What this means: • Brings together two relationship-focused banks • Expanded presence into North Central Wisconsin and the greater Milwaukee market • Adds a strong core deposit franchise and community ties Proforma numbers following close: |
| 21 STRATEGIC GROWTH Peoples State Bank Financially attractive • Projected Earnings Per Share accretion of 14.2% in 2027 and 12.0% in 2028 • Minimal Tangible Book Value dilution (~1.0%) with rapid earn back (~0.25 year) • Projected Internal Rate Return of 18%+, exceeding internal targets • Strengthens core deposit liquidity to support organic growth Strategically compelling • Increases Wisconsin deposit market share from #7 to #6 • Combines two highly compatible, relationship-focused community banks • Expands footprint to accelerate growth and capture new opportunities Low-risk transaction • Strong alignment in values and highly compatible credit cultures • Comprehensive due diligence completed • Identified ~35% cost savings opportunities |
| Mike Molepske Chairman of the Board & Chief Executive Officer 22 FACILIITIES |
| 23 Modern, accessible, and brand-aligned spaces are designed to provide an exceptional customer and employee experience. FACILITIES THAT SHAPE EXPERIENCE • Redeveloped existing site for improved flow and comfort • Currently completing final touches to the exterior, including community benches • Completed second floor workspace enhancements in December 2025 • Renovation in progress, includes lobby, drive-thru, and employee workspaces • Improvements completed to enhance the in-branch experience • Refreshed space features local artwork, and strengthens our local presence DENMARK Opened December 3, 2025 WAUTOMA Completed March 2026 MANITOWOC – 8TH STREET Anticipated Completion September 2026 |
| CONTINUING OUR INVESTMENT 24 POYNETTE Anticipated Completion: November 2026 Interior remodel, exterior enhancements PARDEEVILLE Anticipated Completion: October 2026 Interior remodel Recent updates reflect our commitment to welcoming, functional spaces for customers and employees. |
| BUILDING FOR THE FUTURE 25 WALWORTH Anticipated Completion: Q2 2027 Construction of a new branch on the existing site FUTURE PROJECTS • Delavan/Darien: early research and design stages to construct a new branch • Monroe: evaluating redevelopment of existing site • Rockton: considering sites for development of a replacement branch • Manitowoc – Custer Street: renovate finishes and furniture in lower level • Manitowoc – Operations Center: exploring expansion to accommodate growth • Multiple locations: ongoing minor alterations of facilities to enhance functionality Investment in our facilities is focused on enhancing the customer experience, supporting team efficiency, and positioning Bank First for long-term growth. |
| 26 QUESTIONS / COMMENTS |
| 27 SHAREHOLDER SERVICES TEAM Please reach out to Bank First Shareholder Services at shareholderservices@bankfirst.com or 920-652-3360. 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! |
