BOK Financial (BOKF) investor relations material

Executive summary

• Annual Meeting scheduled for May 5, 2026, to be held virtually, with shareholders able to vote online, by phone, or by mail.

• Key proposals include electing 15 directors, ratifying Ernst & Young LLP as auditor, and an advisory vote on executive compensation.

• George B. Kaiser holds 62.5% of outstanding shares and intends to vote in favor of all Board recommendations.

• Proxy materials distributed to shareholders of record as of March 9, 2026.

Voting matters and shareholder proposals

• Shareholders will vote on electing 15 directors for one-year terms, ratifying Ernst & Young LLP as independent auditor for 2026, and approving executive compensation on an advisory basis.

• Board recommends voting FOR all proposals.

• Shareholders may submit proposals for the 2027 meeting by November 19, 2026, for inclusion in the proxy statement.

Board of directors and corporate governance

• Board consists of 15 nominees with diverse backgrounds in energy, finance, law, health, and public service.

• Majority of directors are independent, though the company is a "controlled company" under NASDAQ rules due to Kaiser's ownership.

• Board committees include Audit, Risk, Compensation, and Credit, each with defined oversight responsibilities.

• Board leadership is separated between the Chairman and CEO roles.

• Directors receive annual cash and stock retainers, with additional fees for meeting attendance and committee roles.