UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
(Date of Report)
November 5, 2007
(Date of earliest event reported)
October 30, 2007
BOK FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Oklahoma 000-19341 73-1373454
-------- --------- ----------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Bank of Oklahoma Tower, Boston Avenue at Second Street, Tulsa, Oklahoma
(Address of principal executive offices)
74172
(Zip code)
(918) 588-6000
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changes since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425).
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12).
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b)).
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c)).
INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 3.03 Material Modifications to Rights of Security Holders
The information set forth under Item 5.03 of this Current Report on
Form 8-K is incorporated herein by reference.
ITEM 5.03 Amendments to Articles of Incorporation or Bylaws
On October 30, 2007, the BOK Financial Corporation ("BOKF") board of
directors approved an amendment to the BOKF bylaws to allow for the election of
directors in uncontested elections by a majority vote of those shareholders
voting. Previously, the bylaws provided for the election of directors by
plurality vote in all cases. Election of directors by a plurality vote will
continue to apply for contested elections.
The board also approved amendments to the BOKF bylaws to provide for
uncertificated shares, thus permitting book-entry ownership, as required by Rule
3450(l) of the Nasdaq Stock Market, LLC.
Finally, the board approved certain administrative changes to update
the bylaws including expressly providing that i) voting lists shall be made
available to shareholders at least ten calendar days prior to a shareholder
meeting, ii) the board may form committees other than an executive committee,
iii) directors may participate in meetings by electronic means, and iv) the
determination of record holders and the timeframe within which to establish
record dates is consistent with current Oklahoma state law.
ITEM 9.01 Financial Statement and Exhibits
Exhibits
3.1 Bylaws of BOK Financial Corporation, as amended and restated
99.1 BOKF Board of Directors Resolution amending bylaws
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BOK FINANCIAL CORPORATION
By: /s/ Steven E. Nell
--------------------------------
Steven E. Nell
Executive Vice President
Chief Financial Officer
Date: November 5, 2007