BOK Financial (NASDAQ: BOKF) shareholders back directors, auditor and pay plan

Rhea-AI Filing Summary

BOK Financial Corporation reported the results of its annual shareholder meeting held on May 5, 2026. Shareholders elected all nominated directors, each receiving more votes "for" than "withheld." The strongest support included nominees such as Kayse M. Shrum with 55,253,074 votes for and 148,941 withheld.

Shareholders also ratified Ernst & Young LLP as the company’s auditor for the fiscal year ending December 31, 2026, with 57,510,776 votes for, 477,573 against and 14,518 abstentions, alongside 2,758,193 broker non-votes. In addition, an advisory vote to approve the compensation of named executive officers passed with 54,864,505 votes for, 339,765 against and 197,745 abstentions, plus 5,359,045 broker non-votes.

8-K Event Classification

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Auditor ratification votes for: 57,510,776 votes Auditor ratification votes against: 477,573 votes Say-on-pay votes for: 54,864,505 votes +5 more

8 metrics

Auditor ratification votes for 57,510,776 votes Ratification of Ernst & Young LLP for fiscal year ending December 31, 2026

Auditor ratification votes against 477,573 votes Ratification of Ernst & Young LLP

Say-on-pay votes for 54,864,505 votes Advisory vote to approve compensation of named executive officers

Say-on-pay votes against 339,765 votes Advisory vote on executive compensation

Example director support 55,253,074 votes Votes for director nominee Kayse M. Shrum

Example director withheld 148,941 votes Votes withheld for director nominee Kayse M. Shrum

Auditor broker non-votes 2,758,193 votes Broker non-votes on auditor ratification

Say-on-pay broker non-votes 5,359,045 votes Broker non-votes on advisory compensation vote

Key Terms

broker non-votes, advisory vote, named executive officers, emerging growth company, +1 more

5 terms

broker non-votes financial

"as well as the number of abstentions and broker non-votes as to each such matter"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory vote financial

"3. Advisory vote to approve the compensation of named executive officers"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

named executive officers financial

"3. Advisory vote to approve the compensation of named executive officers"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

ratification of Ernst & Young LLP financial

"2. Ratification of Ernst & Young LLP as Auditor for Fiscal Year Ending December 31, 2026"

Understanding 8-K Material Events →

0000875357false00008753572026-05-052026-05-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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):

May 5, 2026

Commission File No. 001-37811

BOK FINANCIAL CORP ET AL

(Exact name of registrant as specified in its charter)

Oklahoma									73-1373454
(State or other jurisdiction of Incorporation or Organization)									(IRS Employer Identification No.)
Bank of Oklahoma Tower
Boston Avenue at Second Street
Tulsa,			Oklahoma						74172
(Address of Principal Executive Offices)									(Zip Code)

(918) 588-6000

(Registrant’s telephone number, including area code)

N/A

___________________________________________

(Former name or former address, if changes 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

Trading Symbol

Name of each exchange on which registered

Common Stock, par value $0.00006 per share

BOKF

Nasdaq Stock Market

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 complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

INFORMATION TO BE INCLUDED IN THE REPORT

ITEM 5.07. Submission of Matters to a Vote of Security Holders

(a)On May 5, 2026, BOK Financial Corporation (“BOKF”) held its annual meeting of shareholders.

(b)The matters voted upon at the annual meeting, and the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to each such matter (where applicable), are set forth below:

1. Election of Directors			For			Withheld			Abstain			Non-Vote
Alan S. Armstrong			44,558,125			10,843,890			—			5,359,045
Steven Bangert			55,025,414			376,601			—			5,359,045
John W. Coffey			52,157,882			3,244,133			—			5,359,045
Joseph W. Craft, III			54,840,990			561,025			—			5,359,045
David F. Griffin			54,838,833			563,182			—			5,359,045
E. Carey Joullian, IV			51,729,139			3,672,876			—			5,359,045
George B. Kaiser			47,688,553			7,713,462			—			5,359,045
Stacy C. Kymes			50,766,340			4,635,675			—			5,359,045
Steven J. Malcolm			52,028,617			3,373,398			—			5,359,045
Emmet C. Richards			54,839,572			562,443			—			5,359,045
Claudia S. San Pedro			52,155,790			3,246,225			—			5,359,045
Kayse M. Shrum			55,253,074			148,941			—			5,359,045
Michael C. Turpen			54,960,373			441,642			—			5,359,045
Robert A. Waldo			55,021,163			380,852			—			5,359,045
Rose M. Washington-Jones			55,235,795			166,220			—			5,359,045
			For			Against			Abstain/Withheld			Non-Vote
2. Ratification of Ernst & Young LLP as Auditor for Fiscal Year Ending December 31, 2026			57,510,776			477,573			14,518			2,758,193
3. Advisory vote to approve the compensation of named executive officers			54,864,505			339,765			197,745			5,359,045

ITEM 9.01. Financial Statements and Exhibits.

(a)Exhibits

     104        Interactive Data Files.

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

                        BOK FINANCIAL CORPORATION

                        By: /s/ Martin E. Grunst         

                         Martin E. Grunst

                         Executive Vice President

                         Chief Financial Officer

Date: May 7, 2026

FAQ

What did BOKF shareholders decide at the May 5, 2026 annual meeting?

Shareholders elected all nominated directors and approved key proposals. They ratified Ernst & Young LLP as auditor for 2026 and supported the advisory vote on named executive officer compensation, with all items receiving more votes in favor than against or withheld.

How did BOKF shareholders vote on the board of directors in 2026?

All director nominees were elected with more votes for than withheld. Support varied by nominee, with several directors receiving over 55 million votes for and no recorded abstentions, indicating broad shareholder backing across the board slate presented for election.

Was Ernst & Young LLP reappointed as BOKF’s auditor for 2026?

Yes, shareholders ratified Ernst & Young LLP as auditor for the fiscal year ending December 31, 2026. The proposal received 57,510,776 votes for, 477,573 against, 14,518 abstentions and 2,758,193 broker non-votes, confirming continued auditor engagement.

How did BOKF shareholders vote on executive compensation in the advisory say-on-pay item?

Shareholders approved the advisory vote on named executive officer compensation. The item received 54,864,505 votes for, 339,765 against and 197,745 abstentions, with 5,359,045 broker non-votes, reflecting overall shareholder support for the company’s executive pay practices.

Did any BOKF proposal fail to pass at the 2026 annual meeting?

No, all reported proposals passed. Every director nominee received more votes for than withheld, the ratification of Ernst & Young LLP as auditor was approved, and the advisory vote on named executive officers’ compensation also obtained majority shareholder support.

What are broker non-votes mentioned in BOKF’s 2026 meeting results?

Broker non-votes occur when brokers submit proxies for shares but are not instructed on non-routine items. In this meeting, broker non-votes appeared on director elections, auditor ratification, and the say-on-pay proposal, but did not prevent any item from receiving majority support.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.3 KB