BOK Financial (BOKF) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for April 29, 2025, to be held virtually, with shareholders able to vote and submit questions online.

• Key proposals include electing 17 directors, ratifying Ernst & Young LLP as auditor for 2025, and an advisory vote on executive compensation.

• George B. Kaiser holds 59.08% of outstanding shares and intends to vote in favor of all proposals.

• Proxy materials and annual report distributed to shareholders of record as of March 3, 2025.

Voting matters and shareholder proposals

• Shareholders will vote on electing 17 directors for a one-year term, ratifying Ernst & Young LLP as auditor, and approving executive compensation on a non-binding basis.

• Board recommends voting FOR all proposals.

• Shareholders of record as of March 3, 2025, are eligible to vote.

• Shareholder proposals for the 2026 meeting must be submitted by November 20, 2025, for inclusion in the proxy statement.

Board of directors and corporate governance

• Board consists of 17 nominees with diverse backgrounds in finance, energy, academia, and public service.

• Majority of directors are independent, though the company is a "controlled company" under NASDAQ rules.

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

• Board met four times in 2024; most directors attended at least 75% of meetings.

• Non-officer directors receive annual retainers in cash and stock, plus meeting fees.