Annual Reports

 
Quarterly Reports

 
8-K

 
Other

  • Form 4 (Oct 19, 2017)
  • Form 4 (Oct 16, 2017)
  • Form 4 (Sep 29, 2017)
  • Form 3 (Sep 14, 2017)
  • Form 4 (Aug 11, 2017)
  • Form 4 (Aug 3, 2017)
BOK Financial DEF 14A 2017
Document


UNTIED 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
 
 
 
 
 
Soliciting Material Pursuant to Section 240.14a-12

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.
 
 
 
 
1) Amount Previously Paid:
 
 
2) Form, Schedule or Registration Statement No.:
 
 
3) Filing Party:
 
 
4) Date Filed:

 






image1a03.jpg






March 15, 2017




To Our Shareholders:

The Annual Meeting of Shareholders of BOK Financial Corporation will be held this year on Tuesday, April 25, 2017, at 2:00 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 visiting www.virtualshareholdermeeting.com/BOKF2017 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, 2016.

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,
image2a03.jpg

George B. Kaiser, Chairman of the
Board of Directors


image3a03.jpg

Steven G. Bradshaw, President and
Chief Executive Officer





BOK Financial | 1



TABLE OF CONTENTS

 
 
     General
     Voting by Proxy
     Annual Report
 
 
     Term of Office
 
 
 
 
 
 
PROPOSAL FOUR - ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE THE COMPENSATION OF NAMED EXECUTIVE OFFICERS
 
 
 
 

BOK Financial | 2



     Components of Executive Compensation
     Compensation Philosophy and Objectives
     Change in Control and Termination Benefits
 
 
 
 
 
 
 
 
 
 
 
 
 
 


BOK Financial | 3



NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held on April 25, 2017

To Our Shareholders:

Notice is hereby given that the Annual Meeting of Shareholders of BOK Financial Corporation (the “Company” or “BOK Financial”), an Oklahoma corporation, will be held via live webcast at www.virtualshareholdermeeting.com/BOKF2017 on April 25, 2017, at 2:00 p.m. Central Time, for the following purposes:

1.
To fix the number of directors to be elected at twenty (20) and to elect twenty (20) persons as directors for a term of one year or until their successors have been elected and qualified;

2.
To ratify the selection of Ernst & Young LLP as the Company’s independent auditor for the fiscal year ending December 31, 2017;

3.
To consider an advisory vote to approve the compensation of the named executive officers;

4.
To consider an advisory vote on the frequency of the advisory vote to approve the compensation of the named executive officers; and

5.
To transact such other business as may properly be brought before the Annual Meeting or any adjournment or adjournments thereof.

The annual meeting may be adjourned from time to time and, at any reconvened meeting, action with respect to the matters specified in this notice may be taken without further notice to shareholders unless required by the Company’s Bylaws.

The Board recommends that shareholders vote FOR (i) the director nominees named in the accompanying Proxy Statement, (ii) the ratification of Ernst & Young LLP as the Company’s independent auditor for the fiscal year ending December 31, 2017; (iii) the approval of the named executive officers’ compensation; and (iv) the approval of holding the advisory vote on executive compensation every year.

Only shareholders of record at the close of business on March 1, 2017 shall be entitled to receive notice of, and to vote at, the annual meeting. A complete list of shareholders entitled to vote will be available for inspection at our offices, Bank of Oklahoma Tower, One Williams Center, Tulsa, OK 74172, and electronically during the annual meeting at www.virtualshareholdermeeting.com/BOKF2017.

BY ORDER OF THE BOARD OF DIRECTORS


image4a03.gif

Frederic Dorwart, Secretary
March 15, 2017
Tulsa, Oklahoma


BOK Financial | 4



PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
To be held April 25, 2017

General

The enclosed proxy is solicited on behalf of the Board of Directors of BOK Financial Corporation for use at our annual meeting of shareholders. The annual meeting will be held on Tuesday, April 25, 2017, at 2:00 p.m. local time via live webcast at www.virtualshareholdermeeting.com/BOKF2017.

These proxy materials will be mailed on or about March 15, 2017 to holders of record of common stock as of the close of business on March 1, 2017.
Voting by Proxy

If you are the “record holder” of your shares (shares owned in your own name and not through a bank or brokerage firm), you may vote by phone, by mail, over the Internet, or in person (via live webcast) at the annual meeting. We encourage you to vote by phone, mail, or on the Internet in advance of the meeting even if you plan to attend the live webcast of the meeting.

If not revoked, your proxy will be voted at the annual meeting in accordance with your instructions marked on the proxy card. If you fail to mark your proxy with instructions, your proxy will be voted in accordance with the recommendations of the Board of Directors: (1) FOR the election of the twenty (20) nominees for director listed in this Proxy Statement, (2) FOR the ratification of Ernst & Young LLP as the Company’s independent auditor for the fiscal year ending December 31, 2017, (3) FOR the approval of the named executives’ compensation, and (4) FOR the approval of holding the advisory vote on executive compensation every year. If you are voting shares held in the BOK Financial Thrift Plan and you fail to mark your proxy with instructions, your shares will be voted by the Trustee of the Thrift Plan in the same ratio as those shares credited to the account of the Thrift Plan members who do give instructions to the Trustee.

If you hold your shares in “street name” (shares held in the name of a bank or broker on a person’s behalf), you must vote by following the instructions on the form that you receive from your broker or nominee. Without your instructions, your broker or nominee is permitted to use its own discretion and vote your shares on certain routine matters (such as Item 2), but is not permitted to use discretion and vote your shares on non-routine matters (such as Items 1, 3 and 4). We urge you to give voting instructions to your broker on all voting items.

As to any other matter that may properly be brought before the annual meeting, your proxy will be voted as the Board of Directors may recommend. If the Board of Directors makes no recommendation, your proxy will be voted as the proxy holder named in your proxy card deems advisable. The Board of Directors does not know of any other matter that is expected to be presented for consideration at the annual meeting.

Any shareholder executing a proxy retains the right to revoke it any time prior to exercise at the annual meeting. A proxy may be revoked by (i) delivery of written notice of revocation to Frederic Dorwart, Secretary, at 124 East Fourth Street, Tulsa, Oklahoma 74103, (ii) execution and delivery of a later proxy to the address indicated on the proxy card, or (iii) voting the shares electronically at the annual meeting. If not revoked, all shares represented by properly executed proxies will be voted as specified therein.
Voting and Quorum Requirements at the Meeting

Only holders of shares of common stock of the Company at the close of business on March 1, 2017 (the “record date”) are entitled to notice of and to vote at the annual meeting. On the record date, there were 65,404,215 shares of common stock entitled to vote.


BOK Financial | 5



You will have one vote for each share of common stock pf the Company held by you on the record date.

In order to have a meeting it is necessary that a quorum be present. The presence in person or by proxy of the holders of a majority of the outstanding shares of common stock is necessary to constitute a quorum at the annual meeting. Abstentions and broker non-votes will be counted for purposes of determining the presence or absence of a quorum. Abstentions and broker non-votes will not be counted as having voted either for or against a proposal.

The affirmative vote of the holders of shares representing a majority of the voting power of the shareholders present or represented at the meeting in which a quorum is present and entitled to vote is required for approval of all matters other than election of directors. Directors are elected by the affirmative vote of the holders of shares representing a majority of the voting power of the shareholders present or represented at the meeting in which a quorum is present and entitled to vote for the election of directors, but if the number of nominees exceeds the number of directors to be elected (i.e. a contested election), the shareholders shall instead elect the directors by plurality vote of the shares present in person or by proxy.

George B. Kaiser currently owns approximately 61% of the outstanding common stock and plans to vote all of his shares.
Solicitation of Proxies

We are paying for all our costs incurred in soliciting proxies for the annual meeting. In addition to solicitation by mail, we may use our directors, officers and regular employees to solicit proxies by telephone or otherwise. These personnel will not be specifically compensated for these services. We will pay persons holding shares of common stock for the benefit of others, such as nominees, brokerage houses, banks, and other fiduciaries, for the expense of forwarding solicitation materials to the beneficial owner.
Annual Report

Our Annual Report to Shareholders, covering the fiscal year ended December 31, 2016, including audited financial statements, is enclosed. No parts of the Annual Report are incorporated in this Proxy Statement or are deemed to be a part of the material for the solicitation of proxies.
Principal Shareholders of the Company

To the extent known to the Board of Directors of the Company, as of March 1, 2017, the only shareholder of the Company having beneficial ownership of more than 5% of the shares of common stock of the Company is set forth below:

 
Name & Address of Beneficial Owner
Beneficial Ownership
Class
 
  George B. Kaiser
P.O. Box 21468, Tulsa, Oklahoma 74121-1468
39,890,369
0.61%
 
 

BOK Financial | 6



Security Ownership of Certain Beneficial Owners and Management

As of March 1, 2017, there were 65,404,215 shares of common stock issued and outstanding. The following table sets forth, as of March 1, 2017, the beneficial ownership of common stock of BOK Financial by those persons who were, at December 31, 2016, (i) the Chief Executive Officer (Steven G. Bradshaw), (ii) the Chief Financial Officer (Steven E. Nell), and (iii) the three other most highly compensated executive officers of the Company who were serving as executive officers at the end of 2016 (the “named executives”); each director and nominee; and, as a group, all such persons and other executive officers not named in the table.
Name of Beneficial Owner
Amount & Nature of Beneficial Ownership(1)
 
Percent of Class(2)
Alan S. Armstrong
1,125

 
*
Norman P. Bagwell
33,577

(3) 
*
C. Fred Ball, Jr.
8,834

(4) 
*
Peter C. Boylan, III
5,970

(5) 
*
Steven G. Bradshaw
152,877

(6) 
*
Chester E. Cadieux, III
2,650

 
*
Joseph W. Craft, III
2,159

 
*
Jack E. Finley
75

 
*
John W. Gibson
2,016

 
*
David F. Griffin
41,741

(7) 
*
V. Burns Hargis
17,130

(8) 
*
Douglas D. Hawthorne
3,764

(9) 
*
Kimberley D. Henry
750

 
*
E. Carey Joullian, IV
5,377

(10) 
*
George B. Kaiser
39,890,369

(11) 
61%
Stacy C. Kymes
44,699

(12) 
*
Robert J. LaFortune
33,991

 
*
Stanley A. Lybarger
32,259

(13) 
*
Steven J. Malcolm
3,142

(14) 
*
Steven E. Nell
85,436

(15) 
*
Donald T. Parker
56,650

(16) 
*
E.C. Richards
4,192

(17) 
*
Michael C. Turpen
1,638

 
*
R. A. Walker
3,670

 
*
All directors, nominees, and executive officers listed on page 25 (31 persons)
 
 
62%
* Less than one percent (1%)

(1)    Except as otherwise indicated, all shares are beneficially owned and the sole investment and voting power is held by the person named. Certain shares included here (i.e. options exercisable within 60 days and unvested restricted stock granted as of February 29, 2016) do not count towards an executive’s stock ownership for purposes of the BOKF Executive Stock Ownership Guidelines discussed on page 29.

(2)     All percentages are rounded to the nearest tenth, and are based upon the number of shares outstanding as of the date set forth above. For purposes of computing the percentages of the outstanding shares owned by the persons in the table, any shares such persons are deemed to own by having a right to acquire such shares by exercise of an option are included, but shares acquirable by other persons by the exercise of stock options are not included.

BOK Financial | 7




(3)    Includes options to purchase 1,601 shares of BOK Financial common stock immediately exercisable or becoming exercisable within 60 days. Also includes 13,974 shares of restricted stock and 8,260 shares held in the BOK Thrift Plan.

(4)     Includes 5,267 shares indirectly owned by C. Fred Ball, Jr. IRA.

(5)     Includes 2,000 shares indirectly owned by Boylan Capital Partners, LP and 3,970 shares indirectly owned by the Peter C. Boylan III Revocable Trust.

(6)    Includes 86,233 shares indirectly owned by the Steven G. Bradshaw Revocable Trust, of which Mr. Bradshaw and his wife are trustees. Includes options to purchase 7,703 shares of BOK Financial common stock immediately exercisable or becoming exercisable within 60 days. Also includes 54,601 shares of restricted stock and 4,340 shares held in the BOK Thrift Plan.

(7)    Includes 38,903 shares indirectly owned by Doppler Investments, LP (which have been pledged as collateral) and 1,275 shares indirectly owned by the David F. Griffin Revocable Trust.

(8)    Includes 15,805 shares indirectly owned by Devonshire Holdings, LLC.

(9)    Includes 450 shares indirectly owned by Mr. Hawthorne’s wife’s partnership Tomahawk Springs, Ltd.

(10)    Includes 1,869 shares indirectly owned by JCAP, LLC.

(11)    22,224,382 shares have been pledged as collateral.

(12)    Includes options to purchase 1,437 shares of BOK Financial common stock immediately exercisable or becoming exercisable within 60 days. Also includes 14,959 shares of restricted stock and 11,012 shares held in the BOK Thrift Plan.
    
(13)    Includes 32,259 shares indirectly owned by Stanley A. Lybarger Revocable Trust.

(14)    Includes 3,142 shares indirectly owned by the Steven J. Malcolm Revocable Trust.

(15)    Includes options to purchase 24,216 shares of BOK Financial common stock immediately exercisable or becoming exercisable within 60 days. Also includes 17,150 shares of restricted stock.

(16)    Includes 2,635 shares indirectly owned by Donald T. Parker IRA and 1,315 shares owned by Mary Parker IRA. Includes options to purchase 4,344 shares of BOK Financial common stock immediately exercisable or becoming exercisable within 60 days. Also includes 15,003 shares of restricted stock and 1,046 shares held in the BOK Thrift Plan.

(17)    Includes 3,327 shares indirectly owned by the Emmet C. Richards Revocable Trust and 865 shares owned by Core Investment Capital, LLC.





BOK Financial | 8



PROPOSAL ONE - ELECTION OF DIRECTORS

RECOMMENDATION

ü
The Board of Directors recommends that you vote FOR the 20 nominees.


Nominees and Vote Required to Elect Nominees

A board of twenty (20) directors is to be elected at the annual meeting. The nominees for director who receive a majority of shares voting “FOR” their election shall be elected as directors. You may vote the number of shares of common stock you own for up to twenty (20) persons. Unless you otherwise instruct by marking your proxy card, the proxy holders will vote the proxies received by them FOR the election of each of the twenty (20) nominees named below, unless you hold your shares in street name, in which case your broker is not permitted to use its discretion and those votes will constitute broker non-votes.

If at the time of the annual meeting any of the nominees is unwilling or unable to serve, all proxies received will be voted in favor of the remainder of those nominated and for such substitute nominees, if any, as shall be designated by the Board and nominated by any of the proxies named in the enclosed proxy form. We have no reason to believe that any of the nominees will be unable or unwilling to serve if elected.

Term of Office

The term of office of each person elected as a director will continue until the next annual meeting of shareholders or until his or her successor has been elected and qualified.

Family Relationships

There are no family relationships by blood, marriage or adoption between any director or executive officer of the company and any other director or executive officer of the company.

Information about Nominees

Certain information concerning the nominees to the Board of Directors of the company is set forth below based on information supplied by the nominees. All information is as of March 1, 2017. All references in this Proxy Statement to “BOKF” shall mean BOKF, National Association, the banking subsidiary of BOK Financial Corporation, which operates through the following regional divisions: Bank of Albuquerque, Bank of Arizona, Bank of Arkansas, Mobank (formerly known as Bank of Kansas City), Bank of Oklahoma (“BOK”), Bank of Texas (“BOT”), and Colorado State Bank and Trust. BOK Financial Securities, Inc. (formerly known as BOSC, Inc.), a registered broker/dealer and registered investment adviser, is a wholly-owned subsidiary of BOK Financial Corporation. No other corporation or organization listed below is a parent, subsidiary, or other affiliate of BOK Financial Corporation unless otherwise indicated.


BOK Financial | 9



BOARD OF DIRECTORS NOMINEES


Name
Age
Principal Occupation and Business
Experience During Last 5 Years and
Directorships of Other Public Companies
First Year Became a Director
Alan S. Armstrong
54
Chief Executive Officer, President, and a Director of The Williams Companies, Inc. since January 2011. Mr. Armstrong also serves as Chairman of the Board and Chief Executive Officer for Williams Partners L.P., the master limited partnership that owns most of Williams’ gas pipeline and domestic midstream assets. Mr. Armstrong’s qualifications to sit on our Board of Directors include his energy sector and management expertise, civic leadership experience, and his knowledge of our head office area, gained in part as the 2015 Board Chair of the Tulsa Regional Chamber's Boards of Directors.
2013
C. Fred Ball, Jr.
72
Chief Operating Officer of Spyglass Trading, LP. Retired as Senior Chairman of BOT in January 2015, and formerly its Chairman, Chief Executive Officer, and President. Before joining BOT in 1997, Mr. Ball was Executive Vice President of Comerica Bank-Texas and later President of Comerica Securities, Inc. He is a director of Mid-Con Energy Partners, LP and serves on its audit committee. Mr. Ball’s qualifications to sit on our Board of Directors include his almost four decades of experience in the banking industry and his involvement with the Texas market.
1999
Peter C. Boylan, III
53
Co-Founder, Chairman, Director, President, and Chief Executive Officer of Cypress Energy Holdings, LLC (an environmental and water solutions company serving the energy industry) since 2012. Mr. Boylan is also Chairman and Chief Executive Officer of Cypress Energy Partners, L.P. (NYSE-traded master limited partnership controlled by Cypress Energy Holdings, providing pipeline inspection, integrity, water, and environmental services to the energy industry), and Chairman and Chief Executive Officer of Boylan Partners, LLC (investment and advisory services) since 2002. From 1994 through 2004, Mr. Boylan served in a variety of senior executive management positions of various public and private companies controlled by Liberty Media Corporation. Mr. Boylan serves as a director of Cypress Energy Partners, L.P. Mr. Boylan’s qualifications to sit on our Board of Directors include his substantial public company board and senior executive management and leadership experience, and industry-specific expertise across a variety of industries (including energy, technology, banking, and media).
2005

BOK Financial | 10



Steven G. Bradshaw
57
President and Chief Executive Officer of BOK Financial and BOKF, effective January 1, 2014. Previously, Mr. Bradshaw served as Senior Executive Vice President of BOKF, responsible for consumer banking, corporate marketing, mortgage banking, investment securities, trust activities, treasury services, international banking, and community development. He also served as chairman of BOK Financial’s broker-dealer subsidiary, BOK Financial Securities, Inc. (formerly known as BOSC) and had executive responsibility for Colorado State Bank and Trust and Mobank (formerly known as Bank of Kansas City). Mr. Bradshaw’s qualifications to sit on our Board of Directors include his position and years of leadership at BOKF, and extensive knowledge of all aspects of our business.
2014
Chester E. Cadieux, III
50
Chairman and Chief Executive Officer of QuikTrip Corporation (a gasoline and retail convenience chain) since 2002. Mr. Cadieux previously served as Vice President of Sales at QuikTrip Corporation. Mr. Cadieux’s qualifications to sit on our Board of Directors include his knowledge of finance and accounting, his management experience, and his knowledge of all of our geographic markets.
2005
Joseph W. Craft, III
66
President, Chief Executive Officer and Director of Alliance Resource Partners, L.P. (a diversified coal producer and marketer) since 1999. Mr. Craft also serves as Chairman, President, Director and Chief Executive Officer of Alliance Holdings GP, L.P. Previously, he served as President of MAPCO Coal Inc. since 1986. Mr. Craft’s qualifications to sit on our Board of Directors include his extensive experience in corporate leadership, as well as his public company experience.
2007
Jack Finley
69
Self-employed certified public accountant. Mr. Finley was a partner with Grant Thornton LLP from 2011 to 2015. Previously, he served as National Practice Director at Hudson Financial Solutions, and as an audit partner at KPMG. Mr. Finley's qualifications to sit on our Board of Directors include his four decades of experience as a certified public accountant and partner at two international accounting firms, predominately focused on banking and other financial services.
nominee
John W. Gibson
64
Non-executive Chairman of ONEOK, Inc. and ONEOK Partners GP, L.L.C., the general partner of ONEOK Partners, L.P and ONE Gas Inc. Mr. Gibson served as the CEO of ONEOK, Inc. from 2007 to 2014 and was appointed Chairman of the Board in May 2011. He served as the President and CEO of ONEOK, Inc. from 2010 through 2011, Chairman and CEO of ONEOK Partners GP, L.L.C. since 2007, and Chairman, President, and CEO from 2010 through 2011. Mr. Gibson joined ONEOK, Inc. in May 2000 from Koch Energy, Inc., a subsidiary of Koch Industries, where he was an Executive Vice President. He serves as a director of Matrix Service Company. Mr. Gibson’s qualifications to sit on our Board of Directors include his extensive executive leadership and management experience and his involvement in the energy industry.
2008

BOK Financial | 11



David F. Griffin
51
Chairman and Chief Executive Officer of Griffin Capital, L.L.C. President and Chief Executive Officer, Griffin Communications, L.L.C. (owns and operates CBS- and CW-affiliated television stations plus associated websites in Oklahoma). Mr. Griffin was formerly President and General Manager, KWTV-9 (Oklahoma City). Mr. Griffin’s qualifications to sit on our Board of Directors include his significant expertise, experience, and background in corporate management and his involvement with both the Oklahoma City and Tulsa markets.
2003
V. Burns Hargis
71
President, Oklahoma State University. Prior to becoming OSU President, Mr. Hargis served as Vice Chairman, BOK Financial and BOK and Director of BOK Financial Securities, Inc. (formerly know as BOSC) since 1993. Mr. Hargis was formerly Attorney and Shareholder of the law firm of McAfee & Taft (Oklahoma City, Oklahoma). Mr. Hargis’ qualifications to sit on our Board of Directors include his nearly three decades practicing law with a focus on financial reporting and litigation, including representing financial institutions and their boards, as well as having served for many years as our Vice Chairman.
1993
Douglas D. Hawthorne
69
Founding Chief Executive Officer Emeritus, Texas Health Resources. Prior to helping create Texas Health Resources in 1997, Mr. Hawthorne was CEO of Presbyterian Healthcare System. Mr. Hawthorne’s qualifications to sit on our Board of Directors include his knowledge of the healthcare sector and of the Texas market.
2013
Kimberley D. Henry
52
Executive director of Sarkeys Foundation, a private, charitable foundation that provides grants and gifts to Oklahoma’s non-profit organizations. Ms. Henry is the former First Lady of Oklahoma. Ms. Henry’s qualifications to sit on our Board of Directors include her knowledge of our geographic market, her leadership skills, and her extensive civic involvement including participation on numerous boards of non-profit organizations.
2015
E. Carey Joullian, IV
56
Chairman, President and Chief Executive Officer of Mustang Fuel Corporation and subsidiaries; President and Manager, Joullian & Co., L.L.C.; Manager, JCAP, L.L.C. Mr. Joullian’s qualifications to sit on our Board of Directors include his significant experience and expertise in the oil and gas industry and his expertise in accounting.
1995
George B. Kaiser
74
Chairman of the Board and majority shareholder of BOK Financial and BOKF; President, Chief Executive Officer, and principal owner of GBK Corporation, parent of Kaiser-Francis Oil Company (independent oil and gas exploration and production company); founder of Excelerate Energy and Argonaut Private Equity. Mr. Kaiser’s qualifications to sit on our Board of Directors include his four decades of executive leadership in the oil and gas industry, his broad perspective gained from involvement in diverse industries, his knowledge of our business, and his interest as the majority owner of our company.
1990

BOK Financial | 12



Robert J. LaFortune
90
Self-employed in the investment and management of personal financial holdings. Mr. LaFortune’s qualifications to sit on our Board of Directors include his years of public service, including serving as mayor of the City of Tulsa, as well as his experience on other boards and their audit committees.
1993
Stanley A. Lybarger
67
Former President and Chief Executive Officer of BOK Financial and BOKF. Mr. Lybarger was previously President of BOK Oklahoma City Regional Office and Executive Vice President of BOK with responsibility for corporate banking. He is a director and chairman of the audit committee of Cypress Energy Partners GP, LLC. Mr. Lybarger’s qualifications to sit on our Board of Directors include his prior role as our Chief Executive Officer, his three decades of leadership positions with BOKF, and his extensive knowledge of all facets of the banking industry.
1991
Steven J. Malcolm
68
Retired Chairman, President and Chief Executive Officer of The Williams Companies, Inc. (energy holding company) and Williams Partners L.P. Mr. Malcolm was previously President and Chief Executive Officer of Williams Energy Services after serving as senior vice president and general manager of Midstream Gas and Liquids for Williams Energy Services. In December 2011, Mr. Malcolm became a director of ONEOK, Inc. and ONEOK Partners. Mr. Malcolm’s qualifications to sit on our Board of Directors include his experience in the energy sector as well as his public company and executive management expertise.
2002
E.C. Richards
67
Managing Member of Core Investment Capital, LLC. Prior to September 1999, Mr. Richards served as Executive Vice President and Chief Operating Officer for Sooner Pipe Corporation (distributor of tubular products worldwide with domestic and international operations), a subsidiary of Oil States International. Mr. Richards previously served on the BOK Financial Board of Directors from 1997 through 2001. Mr. Richards’ qualifications to sit on our Board of Directors include his diverse background in the private equity and distribution industries and his civic involvement.
2008
Michael C. Turpen
67
Partner at the law firm of Riggs, Abney, Neal, Turpen, Orbison & Lewis in Oklahoma City, Oklahoma. Mr. Turpen previously served as Attorney General for the State of Oklahoma. Mr. Turpen’s qualifications to sit on our Board of Directors include his legal expertise, his public service experience, and leadership skills demonstrated through extensive involvement with non-profit boards and organizations.
2011

BOK Financial | 13



R. A. Walker
60
Chairman, President, and Chief Executive Officer of Anadarko Petroleum Corporation. Mr. Walker was named Chairman in May 2013, having been named CEO in May 2012 and President in February 2010. He previously served as Chief Operating Officer from March 2009, and was Senior Vice President, Finance and Chief Financial Officer from 2005 until his appointment as COO. Prior to joining Anadarko, he worked in the oil and gas industry, investment and commercial banking, and as an institutional investor. Mr. Walker was a director of CenterPoint Energy, Inc. (NYSE: CNP) and Temple-Inland, Inc. (NYSE: TIN), as well as Western Gas Equity Holdings, LLC (NYSE: WGP) and Western Gas Holdings, LLC (NYSE: WES), both of which are subsidiaries of Anadarko. He serves on the Board of Directors of the Houston Branch of the Dallas Federal Reserve Board. Mr. Walker’s qualifications to sit on our Board of Directors include his knowledge of the energy sector and his public company expertise.
2013




BOK Financial | 14



PROPOSAL TWO - RATIFICATION OF SELECTION OF AUDITOR

RECOMMENDATION


ü
The Board of Directors recommends that you vote FOR the ratification of the selection of Ernst & Young LLP as the independent auditor of BOK Financial and its subsidiaries for the fiscal year ending December 31, 2017.


Ernst & Young LLP began serving as the Company’s independent auditor since its inception on October 24, 1990. The Audit Committee has selected Ernst & Young LLP as our independent auditor for the fiscal year ending December 31, 2017.

While we are not required to do so, the Company is submitting the selection of Ernst & Young LLP to serve as our independent auditor for the fiscal year ending December 31, 2017 for ratification, in order to ascertain the views of our shareholders on this appointment. If the selection is not ratified, the Audit Committee will reconsider its selection. Representatives of Ernst & Young LLP are expected to participate in the annual meeting, will be available to answer shareholder questions and will have the opportunity to make a statement if they desire to do so.



BOK Financial | 15



PROPOSAL THREE - ADVISORY VOTE TO APPROVE THE
COMPENSATION OF NAMED EXECUTIVE OFFICERS

RECOMMENDATION

ü
The Board of Directors recommends that you vote FOR the approval of the compensation of the Company’s named executive officers as disclosed in this Proxy Statement.

Pursuant to Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), which added a new section 14A to the Securities Exchange Act, shareholders can vote to approve, not less frequently than once every three years, the compensation of the Company’s named executive officers disclosed in the Proxy Statement. This is commonly known as a “say on pay” vote. This allows our shareholders the opportunity to communicate annually to the Board of Directors their views on the compensation of our named executive officers through the following resolution:
“RESOLVED, that the compensation paid to the company’s named executive officers, as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”
We are asking you to vote for the above resolution approving the compensation of our named executive officers. This vote is advisory in nature and non-binding; however, the Board of Directors will consider the shareholder vote when making future decisions regarding executive compensation. Our “say on pay” vote is included in our Proxy Statement every year, and the vote on the frequency of the “say on pay” proposal is held every six years, including this year.

The affirmative vote of the holders of a majority of the shares of common stock, present in person or by proxy, voted at the meeting, is required for the advisory approval of this resolution.



BOK Financial | 16



PROPOSAL FOUR - ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE THE COMPENSATION OF NAMED EXECUTIVE OFFICERS

RECOMMENDATION

ü
The Board of Directors recommends that you vote FOR holding the advisory vote to approve the compensation of the Company’s named executive officers EVERY YEAR.

Section 951 of the Dodd-Frank Act also allows shareholders to vote, not less frequently than once every six years, on the frequency of the advisory vote to approve the compensation of our named executive officers.  Shareholders may vote for the compensation vote to occur every year, every two years, or every three years, or the shareholder may abstain.  This is commonly known as a “say on frequency” vote.  

The Board of Directors has determined that a frequency of every year would be the most efficient timeframe for the Company's shareholders to determine the appropriateness of the compensation of our named executive officers and for the Company to respond to shareholder feedback. The Board believes that it is a good governance practice to seek shareholder input on executive compensation annually, and wishes to receive frequent shareholder input on this issue. In addition, the named executive officers’ compensation is evaluated, adjusted, and approved annually, so the Board wishes to receive shareholder input on the same cycle.

This vote is advisory in nature and non-binding; however the Board of Directors will consider the shareholder vote when determining the frequency of the vote to approve the compensation of our named executive officers.

This say on frequency vote is not a vote to approve or disapprove the Board’s recommendation; rather, shareholders are choosing among four distinct options as reflected on the proxy card (one, two, or three years, or abstain). The affirmative vote of the holders of a majority of the shares of common stock, present in person or by proxy, voted at the meeting, is required for the advisory approval of this proposal.






BOK Financial | 17



CORPORATE GOVERNANCE

Director Compensation

All non-officer directors of BOK Financial and BOKF receive a retainer of 75 shares per quarter, in accordance with the BOK Financial Directors Stock Compensation Plan, whether serving on one or both of the Boards of Directors. Director compensation shares are issued to each director on or before the 15th day following the end of each calendar quarter during which such director served as a member of the Board of Directors of BOK Financial or BOKF. All non-officer directors are also paid $750 in cash for each Board of Directors meeting attended, $500 in cash for each committee meeting attended (provided only one fee is paid when two or more committees meet contemporaneously), and $1,500 in cash for each committee meeting chaired. No such fees are paid for meetings not attended. In addition, the Chairman of the Audit Committee receives $250 for each quarterly earnings release conference and upon application to, and subject to the discretion of, the Audit Committee, $250 for each additional substantive conference with the Company's independent auditors. Non-officer Company directors were paid the following in 2016:
Name(1)
Fees Earned or Paid in Cash
($)

Stock Awards(2)
($)

Total
($)
Alan S. Armstrong
11,250
18,252.61
29,502.61
C. Fred Ball, Jr.
8,000
18,252.61
26,252.61
Sharon J. Bell(3)
10,000
18,252.61
28,252.61
Peter C. Boylan, III
13,750
18,252.61
32,002.61
Chester Cadieux, III
11,000
18,252.61
29,252.61
Joseph W. Craft
17,250
18,252.61
35,502.61
John W. Gibson
12,750
18,252.61
31,002.61
David F. Griffin
22,250
18,252.61
40,502.61
V. Burns Hargis
12,500
18,252.61
30,752.61
Douglas D. Hawthorne
5,500
18,252.61
23,752.61
Kimberley D. Henry
12,500
18,252.61
30,752.61
E. Carey Joullian, IV
28,500
18,252.61
46,752.61
Robert J. LaFortune
12,500
18,252.61
30,752.61
Stanley A. Lybarger
11,000
18,252.61
29,252.61
Steven J. Malcolm
14,000
18,252.61
32,252.61
E.C. Richards
14,500
18,252.61
32,752.61
John Richels(4)
500
8,762.93
9,262.93
Michael C. Turpen
10,500
18,252.61
28,752.61
R. A. Walker
6,250
18,252.61
24,502.61
(1)
George B. Kaiser, a non-officer director, is not listed as he does not receive payment for serving as a director.

(2)
The BOK Financial Directors Stock Compensation Plan provides that the issuance price for the director compensation shares is the average of the mid-points between the highest price and the lowest price at which trades occurred on NASDAQ on the five trading days immediately preceding the end of the calendar quarter. Director shares were granted in 2016 at the following prices: first quarter, $56.07; second quarter, $59.21; third quarter, $67.32; and fourth quarter, $83.49. The Stock Awards column reflects actual payments made to the directors in 2016 for service in the fourth quarter of 2015 (director shares granted at $60.77) and the first three quarters of 2016. The total BOK Financial common stock owned by each director and nominee as of March 1, 2017 may be found in the Security Ownership of Certain Beneficial Owners and Management table on page 7.

(3)
Ms. Bell resigned from the BOK Financial and BOK Boards of Directors as of December 23, 2016.

(4)
Mr. Richels served as a director of the BOK Financial and BOK Boards of Directors until the 2016 annual meeting but did not stand for re-election.

BOK Financial | 18



Attendance of Meetings

The entire Board of Directors of BOK Financial met four times during 2016. All directors of BOK Financial attended at least 75% of all meetings of the Board of Directors and committees on which they served, except for Mr. Turpen (due to business conflicts). Although BOK Financial does not have a policy with respect to attendance by the directors at the Annual Meeting of Shareholders, directors are encouraged to attend. Fifteen of the twenty members of the Board of Directors attended the 2016 Annual Meeting of Shareholders. The Board of Directors intends to meet at least four times in 2017.

Director Nominations

While the Board of Directors does not have a standing nomination committee, director candidates identified by management and members of the Board of Directors are discussed regularly at Board of Directors meetings. The Board has adopted a written policy on qualifications of directors, which states that directors will have all of the following characteristics: (i) impeccable integrity, (ii) strong sense of professionalism, and (iii) capability of serving the interests of stockholders, along with several of the following characteristics: (i) prominence in the community, (ii) ability to represent the views of under-represented constituencies in the Company’s market areas, (iii) financial analytical skill and expertise, and (iv) vision for social trends.

While the policy on director qualifications does not formally require diversity on the Board and the Company does not have a diversity policy, the policy states that the Board should encompass a diverse range of skill and expertise sufficient to provide prudent guidance to the Company, and have the right mix of characteristics and talents for the optimal functioning of the Board in its oversight of the Company. In considering a particular nominee, the Board will consider, in addition to the qualifications and characteristics described above, whether the potential director assists in achieving a mix of Board members that represents a diversity of background, perspective, and experience, including with respect to age, gender, race, place of residence, and specialized expertise.

The Board of Directors will consider director candidates recommended by stockholders if provided with the following: (i) evidence in accordance with Rule 14a-8 of compliance with stockholder eligibility requirements, (ii) the written consent of the candidate(s) for nomination as a director and verification as to the accuracy of the biographical and other information submitted in support of the candidate, (iii) a resume or other written statement of the qualifications of the candidate(s) for nomination as a director, and (iv) all information regarding the candidate(s) and the submitting stockholder that would be required to be disclosed in a proxy statement filed with the SEC if the candidate(s) were nominated for election to the Board of Directors. Any recommendations received from stockholders will be evaluated in the same manner that potential nominees suggested by Board members, management or other parties are evaluated. The Board of Directors encourages stockholder director candidate recommendations.

Any stockholder that wishes to present a director candidate for consideration should submit the information identified above pursuant to the procedures set forth below under “Communication with the Board of Directors”.

BOK Financial | 19



Director Independence

The Board of Directors has determined that BOK Financial is a “controlled company,” as defined in Rule 5615(c)(1) of the NASDAQ listing standards, based on Mr. Kaiser's beneficial ownership of approximately 61% of the outstanding common stock. Accordingly, BOK Financial is exempt from certain requirements of the NASDAQ listing standards, including the requirement to maintain a majority of independent directors on the Company's Board of Directors and the requirements regarding the determination of compensation of executive officers and the nomination of directors by independent directors. Nevertheless, the Company does maintain a substantial majority of independent directors, determines upper level management compensation through an independent board committee, and nominates new board members through board consensus. Further, the Audit Committee is comprised solely of independent board members. Further discussion regarding determination of independence may be found in the sections entitled “Audit Committee” and “Independent Compensation Committee”.

Compensation Committee Interlocks and Insider Participation

No voting member of the Compensation Committee has served as an officer of the Company, including its affiliates, at any time. None of our executive officers serves as a member of the Compensation Committee of any other company that has an executive officer serving as a member of the Company’s Board of Directors. None of our executive officers serves as a member of the board of directors of any other company that has an executive officer serving as a member of our Board’s Compensation Committee.

Committees of the Board of Directors

The Risk Committee, Audit Committee, Independent Compensation Committee, and Credit Committee are described below.

Risk Committee

The Risk Committee assists the Board in its oversight of the Company’s risk management strategies, policies, and practices that identify, assess, monitor and manage the Company’s risks. The Risk Committee held five meetings in fiscal 2016.

Members
Responsibilities include oversight of

Walker (Chairman)
Bell
Boylan
Cadieux
Hawthorne
Lybarger

• Enterprise-wide risk management

• Capital planning and adequacy, including stress testing

• Market risk including rate, price, and liquidity

• Corporate-wide policy management framework

• Risk transfer program

• Mergers and acquisitions

• Alternative investments

• Information technology and operating risk

• Counterparty risk

• Third party risk


BOK Financial | 20



Audit Committee

All the members of the Audit Committee are “independent” as defined in Rule 5605(a)(2) of the NASDAQ listing standards. Director independence is determined through the procedures described under “Related Party Transaction Review and Approval Policy”. The Report of the Audit Committee is on page 23 of this Proxy Statement. The Audit Committee held twelve meetings in fiscal 2016. The Audit Committee has a charter, which is available on the Company’s website at www.bokf.com.

Members
Responsibilities include oversight of

Joullian (Chairman)(1)
Gibson
Henry
LaFortune
Malcolm

• Accounting and financial reporting policies of the Company

• Internal controls over financial reporting

• Selection and reporting of the Company’s independent auditors

• Audits of the financial statements of the Company

• Related party reporting (other than related party credit transactions overseen by the Credit Committee)

• Reports of internal audits

• Compliance with laws and regulations

• Reports of examinations from regulators

(1)
The Board of Directors designated Mr. Joullian as its ”audit committee financial expert,” as defined in Item 407(d) of Regulation S-K.

Independent Compensation Committee

The Independent Compensation Committee, consisting of independent directors, administers a performance-based compensation plan for senior executives in accordance with the provisions of Section 162(m) of the Internal Revenue Code. The Independent Compensation Committee has a charter, which is available on the Company’s website at www.bokf.com.

The Committee does not delegate its authority. Compensation for all other officers is, in practice, determined by the Chief Executive Officer and Mr. Kaiser, the Chairman of the Board. The Independent Compensation Committee Report on Executive Compensation and the Compensation Discussion and Analysis may be found on pages 39 and 28 respectively. The Committee held four meetings in fiscal 2016.

Members
Responsibilities include approval of

Craft (Chairman)
Cadieux (non-voting)
Griffin (non-voting)
Kaiser (non-voting)
Malcolm
Richards

• Compensation of the Chief Executive Officer
 
• Compensation of direct reports to the Chief Executive Officer

• Compensation of other officers participating in the Company’s
     Executive Incentive Plan

BOK Financial | 21



Credit Committee

The Credit Committee oversees the credit and lending strategies and objectives of BOKF, including overseeing credit risk management and the quality and performance of BOKF's credit portfolio. The Credit Committee met ten times during 2016.

Members
Responsibilities include oversight of

Griffin (Chairman)
Armstrong
Ball
Boylan
Bradshaw
Craft
Hargis
Kaiser
Lybarger
Richards
Turpen

• Quality of the Company’s credit portfolio and trends affecting the credit
    portfolio (and reporting to the Board regarding such quality and trends)

• Extension of credit exceeding amounts as determined from time to
    time by the Board

• Effectiveness and administration of credit-related policies and related
    party credit transactions

• Appropriateness of the allowance for loan losses and accrual for
    off-balance sheet credit losses

Independent Director Meetings

The Board of Directors has adopted a policy of regularly scheduled executive sessions where independent directors meet separately from management. The independent directors plan to meet in executive session after all regularly scheduled Board of Directors meetings. The independent directors held four executive sessions during 2016. The presiding director at the executive sessions is Mr. Kaiser. Stockholders of the Company may communicate their concerns to the non-management directors in accordance with the procedures described below under “Communication with the Board of Directors.”

Communication with the Board of Directors

The Board of Directors of BOK Financial believes that it is important for stockholders to have a process to send communications to the Board. Accordingly, stockholders who wish to communicate with the Board of Directors, or a particular director, may do so by sending a letter to the Director of Investor Relations of BOK Financial at P.O. Box 2300, Tulsa, Oklahoma 74192. The mailing envelope should contain a clear notation indicating that the enclosed letter is a “Stockholder-Board Communication” or “Stockholder-Director Communication.” Such letters should identify the author as a stockholder and state whether the intended recipients are all members of the Board of Directors or certain specified individual directors. The Director of Investor Relations and the General Counsel will independently review the content of the letters. Communications which are constructive suggestions for the conduct of the business or policies of the Company will be promptly delivered to the identified director or directors. Communications which are complaints about specific incidents involving banking or brokerage service will be directed to the appropriate business unit for review. Director nominations will be reviewed for compliance with the requirements identified in the section of this proxy entitled “Director Nominations,” and if meeting such requirements, promptly forwarded to the director(s) identified in the communication.


BOK Financial | 22



Report of the Audit Committee    

In 2016, the Audit Committee (the “Committee”) oversaw the Company’s financial reporting process on behalf of the Board of Directors. The Company’s management has the primary responsibility for the financial statements, for maintaining effective internal control over financial reporting, and for assessing the effectiveness of internal control over financial reporting. In fulfilling its oversight responsibilities, the Committee discussed and reviewed the audited consolidated financial statements included in the Annual Report with management, including a discussion of the quality, not just the acceptability, of the accounting policies, reasonableness of significant judgments, and the clarity of disclosures in the financial statements.

The Committee reviewed with Ernst & Young LLP, the independent registered public accounting firm, their opinion on the conformity of the audited consolidated financial statements with U.S. generally accepted accounting principles. This discussion included their judgments as to the quality, not just the acceptability, of the Company's accounting policies, and other matters as required to be discussed with the Committee by the standards of the Public Company Accounting Oversight Board ("PCAOB"), including PCAOB Auditing Standard No. 1301, Communications with Audit Committees, the rules of the Securities and Exchange Commission and other applicable regulations. In addition, the Committee has discussed with Ernst & Young LLP the firm’s independence from the Company, including matters in the firm’s independence letter required by the PCAOB, and considered the compatibility of any non-audit services with the firm’s independence.

The Committee also reviewed and discussed with management and Ernst & Young LLP the results of management’s assessment of the effectiveness of the Company’s internal control over financial reporting, and the firm’s audit of internal control over financial reporting. The Committee meets at least quarterly with the Company's internal auditors and Ernst & Young LLP, with and without management present, regarding the overall scope and plans for their respective audits and the results of those audits, including their evaluations of internal control over financial reporting and the overall quality of the Company’s financial reporting.

The Committee is governed by a charter which is available for review at www.bokf.com. Each of the members of the Committee qualifies as an “independent” Director under the current NASDAQ listing standards and Rule 10A-3 of the Securities Exchange Act of 1934. The Board of Directors has appointed E. Carey Joullian IV as the “audit committee financial expert”.

In reliance on the reviews and discussions referred to above, the Committee recommended to the Board of Directors, and the Board has approved, that the audited consolidated financial statements and management’s assessment of the effectiveness of the Company’s internal control over financial reporting be included in the Annual Report on Form 10-K for the year ended December 31, 2016, filed with the Securities and Exchange Commission.

The Committee and the Board have also recommended, subject to shareholder approval, the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017.

AUDIT COMMITTEE
E. Carey Joullian IV, Audit Committee Chairman
John W. Gibson
Kimberley D. Henry
Robert J. LaFortune
Steven J. Malcolm


BOK Financial | 23



Principal Accountant Fees and Services

Audit Fees. Fees paid to Ernst & Young LLP (“EY”) for the audit of the annual consolidated financial statements included in BOK Financial’s Annual Report on Form 10-K, for the review of the consolidated financial statements included in BOK Financial’s Forms 10-Q for the quarters included in the years ended December 31, 2016 and 2015 and various subsidiary audits were $1,858,940 and $1,533,160 respectively.

Audit-Related Fees. Fees paid to EY for SOC 1 reports and other audit-related functions were $364,198 and $241,880 respectively, for the years ended December 31, 2016 and 2015.

Tax Fees. Fees paid to EY associated with tax return review and tax planning were $52,313 and $60,358 respectively, for the years ended December 31, 2016 and 2015.

All Other Fees. Fees paid to EY for other services, including trust tax return preparation that is reimbursed by our clients and (a) for 2016, advisory services for regulatory assessments and a subordinated debt issuance, and (b) for 2015, a regulatory compliance audit, were $1,248,710 and $1,048,008 respectively, for the years ended December 31, 2016 and 2015.

The Audit Committee has a policy on auditor independence requiring the approval by the Committee of all professional services rendered by BOK Financial’s independent auditor prior to the commencement of the specified services. 100% of the services described in ”Audit Fees”, “Audit-Related Fees”, “Tax Fees” and “All Other Fees” were approved by the Audit Committee in accordance with BOK Financial’s policy on auditor independence and approval of fees.

Board Leadership Structure

The positions of Chief Executive Officer and Chairman of the Board are not held by the same person. Mr. Bradshaw, the President and Chief Executive Officer, brings Company-specific experience and expertise to the role, while Mr. Kaiser, the Chairman of the Board, brings experience, oversight, and expertise from outside the Company and industry. Mr. Kaiser is also the majority shareholder of BOK Financial, giving him additional incentive to ensure the success of the Company. Keeping the positions of CEO and Chairman separate allows the CEO to focus on our day-to-day business, while allowing the Chairman to lead the Board in its fundamental role of providing advice to, and independent oversight of, management. The Board believes that having separate CEO and Chairman positions and having an outside director serve as Chairman is the appropriate leadership structure for the Company at this time, given the characteristics and circumstances of the Company, and demonstrates our commitment to good corporate governance. It provides the appropriate balance between strategy development and independent oversight of management.

Board Role in Oversight of Risk

The Board has an active role, as a whole and also at the committee level (as disclosed in the descriptions of the committees in this Proxy Statement), in overseeing management of the Company’s risks. The full Board maintains responsibility for general oversight of strategic risks, and regularly reviews information regarding the Company’s credit, liquidity and operations, as well as the risks associated with each. The Company’s Independent Compensation Committee is responsible for overseeing the management of risks relating to the Company’s compensation policies and programs. The Risk Committee manages enterprise-wide risk management programs including capital planning, liquidity, interest rate, and operations risk. The Audit Committee manages risks associated with accounting and financial reporting, internal controls, and compliance with legal and regulatory requirements. The Credit Committee manages risks associated with the Company’s credit portfolio and credit-related policies. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board of Directors oversees overall strategic and reputational risks, and is regularly informed through committee reports and reports directly from officers responsible for oversight of various risks within the Company.

BOK Financial | 24



Executive Officers

Certain information concerning the executive officers of BOK Financial and its subsidiaries is set forth below;
    
Norman P. Bagwell
Executive Vice President, Regional Banks
Chairman and Chief Executive Officer, Bank of Texas
 
Norman P. Bagwell, age 54, is Executive Vice President, Regional Banking, and Chief Executive Officer and Chairman of Bank of Texas, with responsibility for the six regional markets and the Oklahoma City market, which includes all lines of business, with an emphasis on commercial banking, business banking, and treasury services. Mr. Bagwell has almost three decades of banking experience in Texas. Prior to joining Bank of Texas in 2008, he served as President of the Dallas Region for JPMorgan Chase, and previously served as President of the Dallas Region for Bank One.
 
Steven G. Bradshaw
President and Chief Executive Officer
 
Steven G. Bradshaw, age 57, is President and Chief Executive Officer of BOK Financial and BOKF. Mr. Bradshaw became the chief executive at BOK Financial in January of 2014 after previously serving in a number of roles at the Company since joining BOKF in 1991. Most recently he served as Senior Executive Vice President and was responsible for all aspects of consumer banking, corporate marketing, mortgage banking, investment securities, trust activities, treasury services, international banking, community development and Community Reinvestment Act responsibilities for all seven banking divisions within the Company. He also served as chairman of BOK Financial’s broker-dealer subsidiary, BOK Financial Securities, Inc. and had executive responsibility for Colorado State Bank and Trust and Mobank.
 
Scott B. Grauer
Executive Vice President, Wealth Management
Chairman and Chief Executive Officer, BOK Financial Securities, Inc.
 
Scott B. Grauer, age 52, is Executive Vice President, Wealth Management for BOK Financial and Chief Executive Officer and Chairman of the Company’s broker-dealer subsidiary, BOK Financial Securities, Inc. In his current role, Mr. Grauer is responsible for the Company’s wealth management business lines in all markets, including Institutional Wealth, The Private Bank, and International Banking. He also serves as chairman of both of the Company’s registered investment advisers, Cavanal Hill Investment Management and The Milestone Group. Mr. Grauer joined BOK Financial in 1991 as part of the company’s acquisition of an independent retail brokerage operation and was named manager of BOK Financial Securities, Inc. retail in 1996. In late 1999, he was named president and CEO of the firm and assumed responsibilities for retail, institutional and investment banking activities when BOK Financial first combined these units under one organization.
 
Stephen D. Grossi
Executive Vice President and Chief Human Resources Officer
 
Stephen D. Grossi, age 53, is Executive Vice President and Chief Human Resource Officer. He is responsible for the design and delivery of the Company’s human capital strategy which focuses on energizing the employee experience.  Mr. Grossi came to BOK Financial from PNC Financial Services where he was a Senior Vice President and led human resource efforts related to large acquisitions and realignments, workforce planning, organizational change, compensation and benefits, as well as talent acquisition and development. Mr. Grossi arrived at PNC by way of its acquisition of National City Bank in 2008, where he was the human resource business partner for mortgage, finance and corporate operations information services. Prior to joining National City in December 2002, Mr. Grossi owned Capital Consultants, an HR consulting firm that specialized in the design of human capital strategies that link to and drive business results. Mr. Grossi joined BOK Financial in 2011.

BOK Financial | 25



Martin E. Grunst
Executive Vice President and Chief Risk Officer
 
Martin E. Grunst , age 50, is Executive Vice President and Chief Risk Officer. As Chief Risk officer, Mr. Grunst is responsible for enterprise-wide risk management and ensuring the company’s compliance with government regulations. With more than 30 years of experience, Mr. Grunst most recently served as treasurer of BOK Financial for the past seven years. Before joining BOK Financial as treasurer in 2009, he served as treasurer for Citizens Bank and Citizens Republic Bancorp in Michigan for six years, where he had the additional responsibility of managing corporate finance. Previously, Mr. Grunst was with Bank One (now JPMorgan Chase) in Columbus, Ohio, where he worked in treasury, corporate finance, and line of business finance roles, including asset liability manager and finance manager for Banc One Ohio Corporation, manager of acquisition planning for the credit card line of business, finance manager for commercial real estate lending, asset liability manager for the retail line of business, and finance manager for consumer lending.
 
Rebecca D. Keesling
Executive Vice President and Chief Auditor
 
Rebecca D. Keesling, age 44, is Executive Vice President and Chief Auditor for BOK Financial Corporation, responsible for ensuring the Company’s internal controls are designed properly and operating effectively and performing independent assessments of the Company’s compliance with various laws and regulations. Previously, Ms. Keesling was Senior Vice President and Manager of Loan Portfolio Reporting, where she managed a team responsible for financial reporting as it pertained to the loan portfolio and allowance for credit losses. Ms. Keesling joined BOK Financial in 2004 as Vice President and Corporate Audit Manager. Prior to joining BOK Financial, Ms. Keesling spent 10 years in the public accounting industry primarily with Ernst & Young LLP auditing private and publicly owned companies.
 
Stacy C. Kymes
Executive Vice President, Corporate Banking
 
Stacy C. Kymes, age 46, is Executive Vice President, Corporate Banking for BOK Financial.  Mr. Kymes oversees all the specialized banking areas within the Commercial Banking division, including energy, commercial real estate, healthcare and commercial strategies. He also has oversight for TransFund, the eighth largest ATM network in the US. Prior to his appointment to his current position in 2015, Mr. Kymes served as Chief Credit Officer and was responsible for all aspects of credit administration for BOK Financial, including credit approval, policy administration, loan portfolio reporting, loan and appraisal review, and loan workouts.  Mr. Kymes joined BOK Financial in 1996 and has held a number of positions in various areas of the company’s finance and credit divisions. In 2008, Mr. Kymes was named Treasurer, overseeing all asset-liability management, liquidity, capital management and securities portfolio management. He moved to Credit Administration a year later as part of a defined succession plan as Assistant Chief Credit Officer before assuming the Chief Credit Officer role in 2013.
 
 
Marc C. Maun
 
Executive Vice President and Chief Credit Officer
 
Marc C. Maun, age 58, is Executive Vice President, and Chief Credit Officer.  Most recently, Mr. Maun served BOK Financial for two years as the Chairman and CEO of Bank of Oklahoma, Oklahoma City.  Since joining BOK Financial in 1985, Mr. Maun has overseen significant business divisions such as Treasury, International Banking, Mergers and Acquisitions, Corporate Banking and Correspondent Banking. Before moving to Oklahoma City in 2013, Mr. Maun was chairman and CEO of Mobank. 

 
John C. Morrow
Senior Vice President and Chief Accounting Officer
 
John C. Morrow, age 61, is Senior Vice President and Chief Accounting Officer. Mr. Morrow is responsible for the Company’s financial reporting and accounting policies, internal controls over financial reporting, corporate tax, and accounting operations. He joined BOK Financial as financial reporting manager in 1993 and became chief accounting officer in 2009. He was previously with Ernst & Young LLP for 10 years primarily serving public and privately owned financial institutions.

BOK Financial | 26



Steven E. Nell
Executive Vice President and Chief Financial Officer
 
Steven E. Nell, age 55, is Executive Vice President and Chief Financial Officer for BOK Financial and BOKF, NA. Mr. Nell is responsible for all accounting and financial reporting, corporate tax, capital markets, mergers and acquisitions, and investor relations. Mr. Nell joined BOK Financial in 1992 as manager of management accounting. He was named controller of management accounting in 1996 and corporate controller in 1999. He became Chief Financial Officer in 2001. Before joining BOK Financial in 1992, Mr. Nell was with Ernst & Young LLP for eight years auditing public and private companies.

 
Donald T. Parker
Executive Vice President, Chief Information Officer
 
Donald T. Parker, age 56, is Executive Vice President and Chief Information Officer of BOK Financial. Mr. Parker joined BOK Financial in 2005 and is responsible for technology, information security, operations, real estate management, and procurement for BOK Financial. Prior to joining BOK Financial, Mr. Parker was Senior Vice President and Director of Information Services at Comerica Bank where he was responsible for leading technology-related functions and also served as the corporate information security officer. Before that, Mr. Parker was Senior Vice President and General Manager of Consolidation Services at National City Incorporated in Cleveland, Ohio.
 
Patrick E. Piper
Executive Vice President, Consumer Banking Services
 
Patrick E. Piper, age 57, is Executive Vice President, Consumer Banking Services. His responsibilities include all retail delivery and mortgage channels operating under seven brands across eight states, and encompass the full spectrum of the business unit’s sales, strategy and operations. He is also responsible for BOK Financial’s corporate marketing division. Mr. Piper began his career at Bank of Oklahoma in the operations area. Since that time, he has served as manager of consumer banking operations and led a number of significant technology upgrades, introduced new delivery channels and directed the consumer banking integration of more than 20 bank acquisitions across six states. Prior to his current position, he served as the head of consumer banking since 2008. Mr. Piper has been with BOK Financial since 1982.



    



BOK Financial | 27



COMPENSATION DISCUSSION AND ANALYSIS
Executive Compensation Program Overview

The BOK Financial executive compensation program is designed to attract and retain executives whose judgment, leadership abilities and special efforts result in successful operations for the Company and an increase in shareholder value. Various components of the program work together to:

Reward sustained, above peer performance
Encourage both individual performance and teamwork
Link compensation to operational and strategic results
Align executive interests with shareholder interests
Keep BOK Financial compensation competitive with peer banks
Create long-term commitment to the Company

The BOK Financial executive compensation program includes:

Salary
Executive Incentive Compensation (annual and long-term)
401(k) Plan

In 2002, the Board of Directors established the Independent Compensation Committee (for purposes of this discussion and analysis, the “Committee”) to administer performance-based compensation plans for senior executives in accordance with the provisions of Section 162(m) of the Internal Revenue Code. The Committee, the voting members of which are independent within the meaning of 162(m), has responsibility for establishing, implementing and approving the Company’s general compensation philosophy with regard to the senior executive officers who participate in the Company’s Executive Incentive Plan (referred to as the “Executive Incentive Plan” or the “Plan”). The Committee receives guidance from the Chief Executive Officer (the “CEO”), who assists in evaluating employee performance, recommending business performance targets and objectives and suggesting salary levels and awards for executives (other than himself).

Throughout this proxy statement, the Company's Chief Executive Officer, Chief Financial Officer, and the three most highly compensated executive officers other than the CEO and CFO who were serving as executive officers at the end of the last completed fiscal year are referred to as the “named executives” or the “named executive officers”.
2016 Executive Compensation Summary

In his third year as President and Chief Executive Officer Steve Bradshaw named a new Chief Risk Officer. The position had previously been held as a dual role by the Chief Information Officer.
    
Also in 2016, the Committee considered the results of the advisory vote by shareholders on the “say-on-pay” proposal presented to shareholders at the April 26, 2016 annual meeting. As reported in the Company’s Form 8-K filed with the SEC on April 28, 2016, there was significant support by shareholders for the compensation program offered to the Company’s named executive officers. Accordingly, the Committee made no direct changes to the Company’s executive compensation program as a result of the say-on-pay vote. The Company’s executive compensation program continued to focus on pay for performance, aligning executive interests with those of the Company’s shareholders, achieving a balance between annual and long-term incentives and monitoring for the creation of improper risk incentives.

BOK Financial | 28



Promoting Long-Term Growth and Discouraging Excessive Risk Taking
Review and Oversight of Risk

In 2010, the Office of the Comptroller of the Currency, the Federal Reserve Board of Governors and other regulatory agencies issued Interagency Guidance on Sound Incentive Compensation Policies (the “Compensation Guidance”). In response, Company management formed a review committee consisting of members from human resources, audit, risk management, accounting, finance, legal, compliance and the various business lines (the “Incentive Risk Review Committee”). The Incentive Risk Review Committee undertook review of all the compensation plans of the Company in accordance with the Compensation Guidance. The Compensation Guidance required the Company to assess the balance of risk and reward in all compensation plans, the effectiveness of controls and risk management and the effectiveness of corporate governance, including Board of Director oversight. The Incentive Risk Review Committee reported to the Committee that the Company plans, (1) had a satisfactory balance of risk and reward and (2) that controls, risk management and corporate governance were adequate. The Incentive Risk Review Committee reviews all new plans and any material changes to existing plans in accordance with the Compensation Guidance to continually assess the balance of risk and reward in the Company’s compensation plans. The Incentive Risk Review Committee reports the results of this review to the Committee on an annual basis.

Significant Equity Ownership

The stock ownership guidelines for executive management were reviewed and revised by the Committee in December, 2014 from a fixed-share guideline to a multiple of base salary guideline. The purpose of the ownership guidelines is to encourage executive investment in the enterprise and to align the interest of the executive with those of long-term Company shareholders. Under the revised guidelines each named executive is encouraged to retain ownership of shares equaling the following amount of his base salary:

Executive Name
Multiple of Base Salary
Steven G. Bradshaw
6 X base salary
Steven E. Nell
5 X base salary
Norman P. Bagwell
4 X base salary
Stacy C. Kymes
4 X base salary
Donald T. Parker
4 X base salary

The named executives were encouraged to comply with the BOKF Executive Stock Ownership Guidelines by April 1, 2016. Nell met the new guidelines as of April 1, 2016 but Bradshaw, Bagwell, and Parker did not meet the guideline requirement. Kymes has until April 1, 2018, five years from becoming a named executive, to comply. The Executive Stock Ownership Guidelines calculate stock ownership using a first quarter, 90-day average. The 90-day average per share price for the first quarter of 2016 was $52.22 The average price of BOK Financial Stock in January and February 2017 was $82.79. Should BOK Financial maintain its January and February average, the Committee anticipates that all the named executives except Mr. Bagwell will meet the Executive Stock Ownership Guidelines on April 1, 2017. The Committee reviews compliance with the Executive Stock Ownership Guidelines annually. Unvested service shares, performance shares, and stock options do not count towards ownership. For a further accounting of BOK Financial named executive equity ownership see the beneficial ownership table on page 7. Base salary may be found in the Summary Compensation Table on page 41.
Shareholder and President and Chief Executive Officer Emphasis on Long-Term Success

Mr. George Kaiser, the largest BOK Financial shareholder and Chairman of the BOK Financial Board, and Mr. Steve Bradshaw, BOK Financial President and Chief Executive Officer, emphasize a long-term approach

BOK Financial | 29



to management, reducing pressure on executives to realize short-term gains to the detriment of overall long-term success.
    
Recoupment of Incentive Compensation

Under the Plan, in the event incorrect financial information or results were used as a basis for calculation of incentive compensation under the Plan, the Board of Directors may direct remedial action including the forfeiture of unpaid incentive compensation and/or the restitution of paid incentive compensation. The Board of Directors may require forfeiture or restitution from any executive who is accountable for the incorrect financial information or results, as well as any executive who erroneously benefits from the incorrect financial information or results.
Evaluating Executive Compensation Relative to Peer and Overall Earnings Performance
By basing the Executive Incentive Plan on peer bank comparison, the Company avoids penalizing executives for general industry and economic downturns and encourages executives to produce the best possible results in good and bad economic times. All of the named executives receive a percentage of their annual incentive based on the per share earnings growth (“EPS Growth”) of the Company compared to peer banks’ EPS Growth. In 2016, Bradshaw was eligible to receive 80% of his annual incentive based on EPS Growth, Nell - 60%, Bagwell - 40%, Kymes - 40% and Parker - 50%, as more fully described under “Annual Incentive Bonus” on page 33. Long-term target compensation, as more fully described under “Long Term Incentive Compensation” on page 35, is based on comparison to the peer bank median, adjusted by the Committee, and is paid in restricted stock, which by the terms of the Plan are performance based. The Committee’s goal has always been to provide competitive remuneration to executives to enable BOK Financial to hire and retain top talent. The Committee has reviewed previous years’ earnings per share performance relative to the peer banks and compensation paid to named executives relative to compensation paid for similar positions at the peer banks.
Factors Used for Establishing Executive Compensation
The following is an explanation of the primary data, metrics and criteria used by the Committee to determine compensation as more fully described in “Components of Compensation” below:

Earnings Per Share Growth Compared to Peers

EPS Growth is a component of the annual and long term incentive under the Executive Incentive Plan.
The Committee views EPS Growth as an important variable used in public markets to measure profitability and determine the Company’s stock price and, thus, shareholder value.

Business Performance

“Business Performance” is determined by comparing the two year average actual financial contribution of a business unit or the Company's to its planned performance. Business Performance targets are established using standard Company methodologies and approved annually by the Committee on or before March 15 of each year.
Linking compensation to Business Performance motivates executives to achieve superior results in their particular business units, contributing to Company-wide profitability.

Strategic Objectives

At the beginning of each year, the President and CEO meets with each of the named executives to establish individual strategic objectives.

BOK Financial | 30



Strategic Objectives focus the executive team on effectively managing risk and building organizational capability.
Progress is discussed with each executive periodically throughout the year.

Peer Group Compensation Data

The Company’s internal compensation group completes an annual peer review of executive compensation using publicly available information, including proxy statements. The information is validated by an independent third party.
The Committee uses this information to assist in setting salary and, in future years, to establish annual and long-term compensation targets in accordance with the Plan.
The Committee annually updates the peer group of bank holding companies in accordance with the following guidelines that were updated at the end of 2015:
The peer banks will include only publicly-traded, SEC registered, United States bank holding companies (BHCs) with assets ranging from $10 billion smaller to $10 billion larger than BOKF, per the most recently filed annual report.
The peer group size will not be less than 14 nor greater than 24. If asset range causes a group of less than 14 peers, the next BHC, greater or smaller in asset size, will be included in the peer group.
The Committee uses the peer group for determining comparable executive compensation and relative EPS Growth.

For 2016, the Committee determined the "Peers" for the period ending December 31, 2016:
Financial Institution
Associated Banc-Corp
Hancock Holding Company
Commerce Bancshares, Inc.
People's United Financial, Inc.
Cullen/Frost Bankers, Inc.
Prosperity Bancshares, Inc.
East West Bancorp, Inc.
SVB Financial Group
EverBank Financial Corp
Synovus Financial Corp
First Citizens Bancshares
Umpqua Holdings Coroporation
First Horizon National Corporation
Webster Financial Corporation
First Niagara Financial Group, Inc.(1)
Wintrust Financial Corporation
FirstMerit Corporation(1)
 

(1)
First Niagara Financial Group, Inc. was acquired by KeyCorp in February 2016, and First Merit Corporation was acquired by Huntington Bancshares in August 2016. Both BHCs are no longer in the peer group.


BOK Financial | 31



Components of Executive Compensation
Comparable Executive Position

For purposes of determining salary and setting targets for both annual and long-term incentive, each named executive’s position is compared to the Peers' executive positions, based upon information reported in shareholder proxy statements or third party compensation survey data (McLagan peer survey data for top corporate banking executives), as follows (each a “Comparable Executive Position”): the Company’s Chief Executive Officer is compared against the chief executive officers of the Peers; the Chief Financial Officer is compared against the chief financial officers of the Peers; and Bagwell, Kymes, and Parker are compared to highest paid positions (excluding the chief executive officer and the chief financial officer) of the Peers.

Salary

In determining base salary, the Committee is directed by the Plan to compare the median base salary of each named executive to that of the Comparable Executive Position from either shareholder proxy statements of the Peers, or from a nationally recognized executive compensation survey in the case of a named executive whose Comparable Executive Position is not contained in the proxy statements of the Peers. Adjustments to base salary of a named executive may occur based upon a named executive’s experience, scope and scale of position, performance history and effectiveness in building organizational capabilities. For 2016, the BOK Financial base salary for each of the named executives compared to the median of his Peer was as follows:

Executive Name
BOKF Base Pay Compared to Peer
Median for Comparable Executive Position
Steven G. Bradshaw
96%
Steven E. Nell
121%
Norman P. Bagwell
107%
Stacy C. Kymes
107%
Donald T. Parker
113%

Executive Incentive Compensation

The Executive Incentive Plan allows the named executives, and certain executives that report directly to, or are designated by, the CEO, to earn (1) an annual cash incentive, which has historically been paid in the first quarter of the year following that to which the service relates, and (2) long-term incentive, which may be paid through the award of stock options, service-based restricted stock, performance-based restricted stock, or a combination of service-based and performance-based restricted stock, or stock options, as determined by the Committee. For 2016, the Committee elected to award long-term incentive in the form of restricted shares. No annual cash incentive for any one named executive may exceed $2,000,000. No more than 150,000 shares of restricted stock and 250,000 stock options may be issued to a single named executive in any one year. Share-based compensation is awarded on the second business Friday of January.


BOK Financial | 32



Annual Incentive Bonus

The “Annual Incentive Bonus” is determined as follows:

(i)
The target Annual Incentive Bonus for each named executive is determined annually by the Committee and is a percentage of base salary. The Committee reviews the median Annual Incentive Bonus for named executives’ Comparable Executive Position and adjusts the target Annual Incentive Bonus based upon factors determined by the Committee such as years in the position, responsibilities and performance (the “Annual Incentive Target”). A named executive is entitled to 200% of his Annual Incentive Target if the Company’s earnings per share for the performance period equals or exceeds $1.00 per share. The Committee may decrease the payout of the Annual Incentive Bonus based upon Earnings per Share Performance (described below) and Business Performance (described below) or such other factors as determined by the Committee.

(ii)
“Earnings Per Share Performance” is the percentile ranking of the Company after (a) calculating the two year average earnings per share growth (“Average Growth”) for each Performance Peer and for the Company and (b) ranking the Company’s Average Growth compared to the Peers Average Growth, starting with the highest Average Growth and ending with the lowest Average Growth. A named executive shall earn that portion of his or her Annual Incentive Bonus based upon Earnings Per Share Performance (an “EPS Bonus”) using a linear interpolation pursuant to which 0% of the EPS Bonus shall be earned if the Earnings Per Share Performance is below the 30th percentile, 33% of the EPS Bonus shall be earned if the Earnings Per Share Performance is at the 30th percentile, 100% of the EPS Bonus shall be earned if the Earnings Per Share Performance is at the 50th percentile, and 200% of the EPS Bonus shall be earned if the Earnings Per share Performance is at the 80th percentile or above, as illustrated in the following matrix:
               
a20161231bo_chart-55235a01.jpg


BOK Financial | 33



(iii)
A named executive shall earn that portion of his Annual Incentive Bonus based upon Business Performance (the “Business Performance Bonus”) using a linear interpolation pursuant to which 0% of the Business Performance Bonus shall be earned if Business Performance is below 80%, 33% of the Business Performance Bonus shall be earned if 80% of Business Performance is achieved, 100% of the Business Performance Bonus shall be earned if 100% of Business Performance is achieved, and 200% of the Business Performance Bonus shall be earned if 120% or more of Business Performance is achieved as illustrated in the following matrix:

a20161231bo_chart-56596a01.jpg
(iv)
Each named executive is eligible to receive 20% of his Annual Incentive Bonus based on the Strategic Objective goal achievement.  The Strategic Objectives are established by the Chief Executive Officer and were reviewed and approved by the Committee on February 23, 2016 for service performed in 2016.  Strategic Objectives recognize the importance of focus by the named executive on effectively managing risk and building organizational capability. 

(v)
For 2016, the Annual Incentive Targets and payouts for the named executives are as follows:
Annual Incentive Bonus Factors
Executive Name
Target Award % of Base
BOKF EPS Growth
Business Performance(2)
Strategic Objectives
Final Payouts (4)
Weight
Payout (%) (1)
Weight
 Payout (%)
Weight
Achieved (%)(3)
($)
% of Base
Steven G. Bradshaw
100%
80%
—%
—%
—%
20%
110%
$194,480
22%
Steven E. Nell
65%
60%
—%
20%
76%
20%
120%
$131,099
26%
Norman P. Bagwell
90%
40%
—%
40%
137%
20%
120%
$314,694
71%
Stacy C. Kymes
90%
40%
—%
40%
120%
20%
120%
$275,285
65%
Donald T. Parker
80%
50%
—%
30%
76%
20%
105%
$157,482
35%
(1) For 2016, BOKF Earnings per Share Performance percentile rank was 0%.

(2) Nell and Parker's Business Performance is based on overall Company performance; Bagwell's Business Performance is based on the Regional Banking unit performance; and Kymes' Business Performance is based on the Commercial Banking business unit performance. Targets are established annually by standard Company methodologies.

(3) At the February 28, 2017 Compensation Committee meeting, Bradshaw presented his detailed assessments of the executives' performance against the strategic objectives established by the Committee, and the Committee approved those achievement percentages. Bradshaw's achievement percentage was determined by the Committee on that date.

(4) Final payouts were approved by the Committee on February 28, 2017.

BOK Financial | 34



Long Term Incentive Compensation

“Long Term Incentive Compensation” is determined as follows:

(i)
The Long Term Incentive Compensation target amount for each Comparable Executive Position at each Peer is calculated based upon such Peers' latest proxy statements (the “Peer Long Term Incentive Compensation Amount”).

(ii)
The Long Term Incentive Compensation awarded to each named executive is based upon the median of all the Peer Long Term Incentive Compensation Amounts corresponding to such Plan participant’s Comparable Executive Position, adjusted by the Committee using such factors as years in the position, responsibilities, and performance. The amounts paid to the Executives as restricted stock awards may be found in column (e) of the Summary Compensation Table on page 41.

(iii)
For 2016, the named executives were awarded the following percentage of Long Term Incentive Compensation:

Executive Name
2016 LTI Target
(as a % of base)
Performance-Based
(as a % of target)
Service-Based
(as a % of target)
Steven G. Bradshaw
200%
100%
-
Steven E. Nell
110%
70%
30%
Norman P. Bagwell
105%
70%
30%
Stacy C. Kymes
115%
70%
30%
Donald T. Parker
110%
70%
30%

Long Term Incentive Compensation is paid through the award of service-based restricted stock, performance-based restricted stock, or a combination of service-based and performance-based restricted stock, as determined by the Committee annually prior to March 15 of the applicable year. Service-based and performance-based restricted stock is issued pursuant to, and subject to the additional terms of (including restrictions and forfeiture), the BOK Financial Corporation 2009 Omnibus Incentive Plan (the “Omnibus Plan”). Performance-based restricted stock vests once such performance-based restricted stocks are earned as described in paragraph (ii) below and generally may not be transferred by the named executive until two years after vesting. Service-based restricted stock vests once such service-based restricted stocks are earned as described in paragraph (iv) below, and generally may not be transferred by the named executive until two years after vesting.

(i)
“Long Term Incentive EPS Performance” is the percentile ranking of the Company after (a) calculating the trailing three-year period earnings per share growth (determined as of the second anniversary of the end of the year in respect of which the performance-based restricted stocks were awarded) (the “Three Year EPS Average Growth”) for each Performance Peer and for the Company and (b) ranking the Company’s Three Year EPS Average Growth compared to the Peers’ Three Year EPS Growth Average, starting with the highest Three Year EPS Average Growth and ending with the lowest Three Year EPS Average Growth.


BOK Financial | 35



(ii)
Each annual award of performance-based restricted stocks is reviewed for performance as of the second year-end anniversary of the year in respect of which the performance-based restricted stocks were awarded (the “Reviewed Restricted Stocks”). A named executive shall earn Reviewed Restricted Stocks using a linear interpolation pursuant to which 0% of the Reviewed Restricted Stocks shall be earned if the Long Term Incentive EPS Performance is below the 30th percentile, 33% of the Reviewed Restricted Stocks shall be earned if the Long Term Incentive EPS Performance is at the 30th percentile, 100% of the Reviewed Restricted Stocks shall be earned if the Long Term Incentive EPS Performance is at the 50th percentile, and 200% of the Reviewed Restricted Stocks shall be earned if the Long Term Incentive EPS Performance is at the 80th percentile or above as illustrated in the following matrix:
a20161231bo_chart-57878a01.jpg
(iii)
In the event that the Long Term Incentive EPS Performance is such that performance exceeds the target grant (e.g. 120% of target), the named executive receives an additional grant of performance-based restricted stock that equals the difference between the number of performance-based restricted stock that was granted at target and that which was earned pursuant to the immediately preceding paragraph (ii) (e.g. 20%) (the “Shares Exceeding Target”). The vesting and transfer restrictions on the Shares Exceeding Target shall be equal in duration to the Reviewed Restricted Stock. In the event that the Long Term Incentive EPS Performance is such that performance does not exceed the target grant, the named executive shall forfeit the performance-based restricted stock received in accordance with the preceding paragraph (ii) but not earned by the named executive.

(iv)
To the extent the Company’s earnings per share for the year in which service-based restricted stock are granted (the “Service-Based Performance Year”) does not equal or exceed $1.00 per share (adjusted for stock dividends or distributions, recapitalizations, merger, consolidation, exchange of shares, stock splits or the like), the named executive shall forfeit all the service-based restricted stock granted to him in such Service-Based Performance Year on or before March 15 of the year following the Service-Based Performance Year. To the extent the Company’s earnings per share for the year following the grant of service-based restricted stock equal or exceed $1.00 per share (adjusted for stock dividends or distributions, recapitalizations, merger, consolidation, exchange of shares, stock splits or the like), the named executive retains all the service-based restricted stock granted to him or her the previous year and such shares shall be earned and vest three years following the date of grant.


BOK Financial | 36



401(k) Plan

Executives may contribute to the BOKF 401(k) Plan. Employee contributions are matched by the Company up to 6% of base compensation based on years of service and subject to 401(k) Plan limits. Named executives may direct the investments of their accounts in a variety of options, including BOK Financial common stock.

Perquisites and Other Personal Benefits

Other than participation in the plans and programs described above, benefits which are very immaterial in nature and disclosed in footnote 5 to the Summary Compensation Table on page 42, or benefits which are provided to employees generally such as health and dental insurance, the Company does not provide perquisites or other personal benefits to named executive officers.
Compensation Philosophy and Objectives

The BOK Financial executive compensation program has many objectives, all of which are designed to enhance Company value. Because no single type of compensation award or performance criteria could achieve all objectives, several types of compensation performance criteria and awards are used to achieve the maximum benefit from executive compensation.

There is no pre-established policy or target for allocating executive compensation between cash and equity, long-term and short-term. Rather, the Committee considers its varied objectives, personal performance, Company performance and data regarding peer bank compensation to establish the appropriate level and mix of incentive compensation. The Committee has generally chosen not to consider the benefits to named executives from previously awarded compensation other than to establish a baseline for future compensation.

Company executive compensation objectives include:

Sustained, Above Peer Performance - BOK Financial rewards sustained above peer performance through the Executive Incentive Plan which uses comparative EPS Growth as a metric.

Individual Performance and Teamwork - Annual incentive compensation promotes individual performance with a percentage of annual incentive compensation being based on Business Performance (except for the CEO) and a percentage being based on EPS Growth, with potential downward adjustments for failure to meet individual performance goals. Long-term compensation, which is awarded entirely as equity, promotes teamwork by aligning all executives’ interests with the success of the Company as a whole.

Link Compensation to Operational Results - By using EPS Growth and Business Performance as the metrics for performance, both annual and long-term compensation are directly tied to financial performance of the Company. The Committee also considers the financial success of the Company when determining salary.

Competition with Peer Banks - To attract and retain superior executives, BOK Financial strives to provide levels of compensation comparable to competitor banks. The Committee considers peer compensation data when establishing salary and incentive compensation targets.

Align Executive Interests with Shareholder Interests - While BOK Financial does not have a specific policy or target for determining the allocation between equity and cash awards, the Company does promote equity ownership to align executive interests with shareholder interests. All long-term executive compensation is paid in restricted stock. Stock ownership guidelines as described on page 29 require executives to retain a Company stock.


BOK Financial | 37



Change in Control and Termination Benefits

The Company has a limited number of change in control benefits for executive officers. If an executive, or any employee of BOK Financial, is terminated within one year after a “change in control” (as defined in footnote 3 on page 49), and such termination is other than “for cause” (as defined in footnote 4 on page 49), then all unvested performance shares and stock options he or she has been granted vest. Stock options must then be exercised within 90 days of the change in control. 

Executive officers receive the same severance benefits as other BOK Financial employees which are based upon the amount of time a person has been employed by the Company. The named executives are entitled to receive additional severance pursuant to their employment agreements as more fully described in Potential Payments upon Termination found on page 48. The Company believes that the severance and termination payments help recruit and retain senior executives by protecting them in the event their positions are adversely impacted by an unexpected change in circumstance and are consistent with those offered by competitors.
Equity Grant Policy

In 2004, BOK Financial initiated a policy of granting all Company stock options and restricted stock, to both named executives and all other Company employees, on the first business Friday in January. This date was chosen by the Chief Executive Officer and the Chairman of the Board and is also the date that performance shares are awarded pursuant to the Executive Incentive Plan. In 2006, the pre-established grant date was changed to the second business Friday in January to account for administrative challenges during the holiday season (the “Grant Date”).

All stock options awarded by BOK Financial are priced at the market value for BOK Financial common stock on NASDAQ as of the Grant Date. There is no program or policy to coordinate the granting of options with the release of material non-public information as all grants occur on the Grant Date, including those made to new executive officers.
Tax and Accounting Considerations

Section 162(m) of the Internal Revenue Code

Both annual incentive and long-term awards made pursuant to the Executive Incentive Plan are designed to comply with Section 162(m) of the Internal Revenue Code. Section 162(m) of the Internal Revenue Code generally limits to $1 million the amount that a publicly-held company is allowed to deduct each year for the compensation paid to each of the corporation’s chief executive officer and three most highly compensated executive officers other than the chief financial officer. However, performance-based compensation determined in accordance with IRS regulations is not subject to the limit. In order to qualify as performance-based compensation, payments must be computed on the basis of an objective, performance-based standard determined by a committee that consists solely of two or more voting outside directors and the material terms under which the compensation is to be paid, including the performance metrics, must be disclosed to and approved by the shareholders.

Section 409A of the Internal Revenue Code

If an executive is entitled to nonqualified deferred compensation benefits that are subject to Section 409A of the Internal Revenue Code, and such benefits do not comply with Section 409A, then the benefits are taxable in the first year they are not subject to substantial risk of forfeiture. In such case, the Service Provider is subject to regular federal income tax, interest and an additional federal income tax of 20% of the benefit included in the income. The Company believes all deferred compensation benefits currently comply with 409A.


BOK Financial | 38



Committee Report
The Committee meets as often as necessary to perform its duties and responsibilities. The Committee held four meetings during fiscal year 2016. The Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management. Based upon such review, the related discussions and such other matters deemed relevant and appropriate by the Committee, the Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and delivered to shareholders.

COMPENSATION COMMITTEE
Joseph W. Craft III (Chairman)            
Chester E. Cadieux, III (non-voting)                    
David F. Griffin (non-voting)
George B. Kaiser (non-voting)
Steven J. Malcolm
E.C. Richards

BOK Financial | 39



EQUITY COMPENSATION PLAN INFORMATION

The following table provides information about the Company’s equity compensation plans in effect at December 31, 2016. The 2009 Omnibus Incentive Plan and the BOK Financial Directors Stock Compensation Plan are included in the table. The material features of the compensation plans are described within Note 12 of the Company's Notes to Consolidated Financial Statements, which was included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2017.
Plan Category
Number of securities to be issued upon exercise of outstanding options, warrants, and rights
Weighted-average exercise price of outstanding options, warrants, and rights
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column) (1)
Equity compensation plans approved by security holders:
 
 
 
(a) Stock options
218,524

$51.95
2,789,425

(b) Non-vested common shares
786,706

Not applicable
Not applicable

Sub-total
1,005,230

 
2,789,425

Equity compensation plans not approved by security holders
None

None
None

Total
1,005,230

 
2,789,425


(1)
Includes 399,319 shares of common stock which may be awarded pursuant to the BOK Financial Directors Stock Compensation Plan.


BOK Financial | 40



EXECUTIVE COMPENSATION TABLES

SUMMARY COMPENSATION TABLE

The following table provides summary information concerning the compensation of the named executive officers for the past three fiscal years.

Executive Name and
Principal Position
Year
Salary
($)
Bonus
($)
Stock
Awards
($)(1)
Option Award
($)
Non-Equity Incentive Plan Compensation
($)(2)
Change in Pension Value
&
Nonqualified Deferred Compensation Earnings
($)(3)
All Other Compensation
($)(4)
Total
($)
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)
Steven G. Bradshaw
2016
$
884,000

$

$
1,767,990

$

$
194,480

$
41,466

$
35,099

$
2,923,035

President & Chief Executive Officer
2015
$
824,000

$

$
2,148,000

$

$
181,200

$
7,197

$
34,800

$
3,195,197

2014
$
800,000

$

$
4,610,626

$

$
5,204,968

$
32,911

$
34,526

$
10,683,031

Steven E. Nell
2016
$
515,000

$

$
566,452

$

$
131,099

$
3,983

$
33,899

$
1,250,433

Executive Vice President, Chief Financial Officer
2015
$
515,000

$

$
916,500

$

$
74,160

$
3,866

$
33,600

$
1,543,126

2014
$
490,700

$

$
3,147,557

$

$
4,530,966

$
10,398

$
31,200

$
8,210,821

Norman P. Bagwell
2016
$
443,000

$

$
465,161

$

$
314,694

$

$
19,700

$
1,242,555

Executive Vice President, Chief Executive Officer of Bank of Texas
2015
$
435,000

$

$
756,750

$

$
260,661

$

$
19,067

$
1,471,478

2014
$
421,750

$

$
1,816,382

$

$
2,869,454

$

$
18,647

$
5,126,233

Stacy C. Kymes
2016
$
425,000

$

$
488,741

$

$
275,273

$
1,506

$
38,775

$
1,229,295

Executive Vice President, Corporate Banking Executive(5)
2015
$
400,000

$

$
687,000

$

$
337,176

$
1,461

$
38,030

$
1,463,667

 
 
 
 
 
 
 
 
 
Donald T. Parker
2016
$
450,000

$

$
494,995

$

$
157,482

$

$
23,850

$
1,126,327

Executive Vice President, Chief Information Officer
2015
$
450,000

$

$
745,000

$

$
156,366

$

$
15,900

$
1,367,266

2014
$
435,333

$

$
2,151,612

$

$
3,641,926

$

$
15,600

$
6,244,471



(1)
The amounts in column (e) are the grant date fair value of the non-vested stock awards. The awards granted in 2014 were significantly higher than usual because of awards granted under the True-Up Plan, which was approved by shareholders in 2011 and addressed inequity in annual and and long-term incentive resulting from the earnings per share percentile "bounce-back" by peer banks that performed poorly during the economic downturn. The True-Up Plan was designed to allow for the restoration of the Company's named executives' annual and long-term-compensation to levels comparable to that of named executives at the peer banks with comparative earnings per share performance form 2006 through 2013, and was described in more detail in the Company's proxy statement on Schedule 14A filed with the SEC on March 18, 2015.

(2)
The amounts in column (g) reflect the annual cash awards made pursuant to the Executive Incentive Plan, which is discussed in further detail on page 32 under the heading “Components of Executive Compensation.” Incentive amounts are paid at a targeted percentile of our Peers. The amounts for 2014 also reflect cash awards made as part of the True-Up Plan.

(3)
The amounts in column (h) include (i) the actuarial increase in the present value of the named executive officer’s benefits under the Company pension plan using a discount rate defined in the Pension Plan and (ii) Nonqualified Deferred Compensation Earnings further described in column (d) of the Nonqualified Deferred Compensation Table on page 47. Executives who did not have the ability to defer income or who chose not to defer income are not required to disclose investment income on the Summary Compensation Table.


BOK Financial | 41



(4)
The amounts in column (i) for 2016 are derived from Company matching contributions to the 401(k) Thrift Plan as follows: Bradshaw, $31,800; Nell, $31,800; Bagwell, $15,899; Kymes, $31,800; and Parker, $23.850. Amounts also include trip earnings (personal portion of a trip such as an accompanying spouse or a free day) as follows: Bagwell $3,801 and Kymes $3,376; and a Champion Health corporate members wellness benefit for named executive officers and spouse as follows: Bradshaw, $3,299; Nell, $2,099; and Kymes, $3,599.

(5)
Kymes was not a named executive officer in 2014.



OPTION EXERCISES AND STOCK VESTED

The following table provides certain information concerning the exercise of stock options and the vesting of performance shares by the named executive officers during fiscal year 2016:
 
Option Awards
Stock Awards
(a)
(b)
(c)
(d)
(e)
Executive Name
Number of Shares Acquired
on Exercise
(#)
Value Realized
on Exercise
($)
Number of Shares Acquired
on Vesting
(#)
Value Realized
 on Vesting ($)
Steven G. Bradshaw
11,986

$
329,881


$

Steven E. Nell
45,086

$
1,055,220


$

Norman P. Bagwell
10,515

$
283,140


$

Stacy C. Kymes
7,416

$
275,027

4,646

$
244,807

Donald T. Parker
28,909

$
1,038,179


$


BOK Financial | 42



GRANTS OF PLAN-BASED AWARDS

The following table provides certain information with respect to (i) non-equity annual incentive awards made pursuant to the Executive Incentive Plan, (ii) the options, service and performance shares awarded as long-term compensation pursuant to the Executive Incentive Plan and (iii) payments made in the form of cash and performance shares pursuant to the True-Up Plan.
 
Estimated Future Payouts Under Non-Equity Incentive Plan Awards
Estimated Future Payouts Under Equity Incentive Plan Awards
 
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)
(k)
(l)
Executive Name
Grant Date (m/dd/yy)
 Threshold ($)
Target ($)
Maximum ($)
 Threshold (#)
Target (#)
Maximum (#)
All Other Stock Awards: Number of Shares of Stock or Units (#)
All Other Option Awards: Number of Securities Under-lying Options (#)
Exercise or Base Price of Option Award ($/sh)
Grant Date Fair Value of Stock and Option Awards ($)(6)
Steven G. Bradshaw
(1) 
$
233,376

$
707,200

$
1,414,400

 

 

 

 

 
 
 
(2) 
 
$
176,800

$
212,160

 
 
 
 
 
 
 
1/8/2016(4)
 
 

 

10,647

31,942

63,884

31,942

 
 
$
1,767,990

Steven E. Nell
(1) 
$
66,281

$
200,850

$
401,700

 

 

 

 

 
 
 
 (2) 
 

$
66,950

$
80,340

 

 

 

 

 
 
 
 (3) 
$
22,094

$
66,950

$
133,900

 
 
 
 
 
 
 
1/8/2016 (4)
 

 

 

2,388

7,164

14,328

7,164

 
 
$
396,527

1/8/2016 (5)
 
 

 

 

 

 

3,070

 
 
$
169,925

Norman P. Bagwell
(1) 
$
52,628

$
159,480

$
318,960

 

 

 

 

 
 
 

(2) 
 

$
79,740

$
95,688

 

 

 

 

 
 
 

(3) 
$
52,628

$
159,480

$
318,960

 
 
 
 
 
 
 
1/8/2016 (4)
 
 
 
1,961

5,883

11,766

5,883

 
 
$
325,624

1/8/2016 (5)
 
 

 

 
 
 
2,521

 
 
$
139,537

Stacy C. Kymes
(1) 
$
50,490

$
153,000

$
306,000

 
 
 
 
 
 
 
 (2) 
 
$
76,500

$
91,800

 
 
 
 
 
 
 
(3) 
$
50,490

$
153,000

$
306,000

 
 
 
 
 
 
 
1/8/2016 (4)
 
 

 

2,060

6,181

12,362

6,181

 
 
$
342,118

1/8/2016 (5)
 
 

 

 
 
 
2,649

 
 
$
146,622

Donald T. Parker
(1) 
$
59,400

$
180,000

$
360,000

 
 
 
 
 
 
 
(2) 
 
$
72,000

$
86,400

 
 
 
 
 
 
 
(3) 
$
35,640

$
108,000

$
216,000

 
 
 
 
 
 
 
1/8/2016 (4)
 
 
 
2,087

6,260

12,520

6,260

 
 
$
346,491

1/8/2016 (5)
 
 
 
 
 
 
2,683

 
 
$
148,504


(1)
Bradshaw receives 80%, Nell receives 60%, Parker receives 50%, and Bagwell and Kymes receive 40% of their annual incentive based on EPS Growth. Annual incentive cash awards were finalized and approved by the Committee on February 28, 2017 and are provided in column (g) of the “Summary Compensation Table” on page 41 herein. For final target achievement and payout, see the Annual Incentive Bonus Factors chart on page 34. The total annual incentive cannot exceed $2,000,000 for any participant per the Executive Incentive Plan.

(2)
Represents annual incentive targets for achievement of Strategic Objectives established by the Committee on February 23, 2016 for service performed in 2016. The named executives were eligible to receive 20% of their annual incentive based on Strategic Objective goal achievement.

(3) Represents annual incentive targets for Business Performance Bonus established by the Committee on February 23, 2016 for service performed in 2016. Nell receives 20% and Parker receives 30% of their annual incentive based on overall Company performance. Bagwell and Kymes both receive 40% of their annual incentive based on business unit performance.




BOK Financial | 43



(4) Represents performance shares granted as long-term incentive pursuant to the Executive Incentive Plan. Performance shares vest when earned and are subject to a two year hold requirement, followed by stock ownership guidelines as further described in “Compensation Discussion and Analysis” on page 28 herein.

(5) Represents service shares granted as long-term incentive pursuant to the Executive Incentive Plan. Service shares vest on the third anniversary of the date the service shares were issued and are subject to a two year hold requirement, followed by stock ownership guidelines as further described in “Compensation Discussion and Analysis” on page 28 herein.

(6) Amounts reported in column (l) represent the grant-date fair value of non-vested stock awarded. The Company’s policy regarding the valuation of stock compensation is included in footnote 1 and assumptions used in the calculation of the grant-date fair value of stock compensation are included in footnote 12 of the Company’s audited consolidated financial statements for the year ended December 31, 2016 which was included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2017.




BOK Financial | 44



OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

The following table includes stock options and performance shares outstanding as of December 31, 2016.
 
 
Option Awards
Stock Awards
 
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)
 
 Executive Name
Number of Securities Underlying Unexercised Options
Exercisable
(#)(1)
Number of Securities Underlying Unexercised Options
Unexercisable
(#)(1)
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options
(#)(2)
Option Exercise Price
($)
Option Expiration Date
(m/dd/yy)
Number of Shares or Units of Stock That Have Not Vested
(#)(3)
Market Value of Shares or Units of Stock That Have Not Vested
($)(4)
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested
(#)(5)
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
($)(4)
 
 
 
Steven G. Bradshaw


2,472


$
55.94

1/13/20








 


2,472


$
55.94

1/13/21








 


1,847


$
58.76

1/12/20








 


1,847


$
58.76

1/12/21








 


1,848


$
58.76

1/12/22








 


3,384


$
55.74

1/10/20








 
 
3,384

 
$
55.74

1/10/21
 
 
 
 
 
 
3,384

 
$
55.74

1/10/22
 
 
 
 
 
 
3,384

 
$
55.74

1/10/23
 
 
 
 
 





 
 




86,476

$
7,180,967

 





 
 
11,530

$
957,451





 
Total
 

13,870





11,530

$
957,451

86,476

$
7,180,967

 
Steven E. Nell
3,729

 
 
$
36.65

1/8/19
 
 
 
 
 
3,678



 
$
55.74

1/10/19
 
 
 
 
 
 
3,678

 
$
55.74

1/10/20
 
 
 
 
 
 
3,678

 
$
55.74

1/10/21
 
 
 
 
 
 
3,678

 
$