UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) June 30, 2022
TFS FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
| United States of America | 001-33390 | 52-2054948 | ||||||||||||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| 7007 Broadway Ave., | Cleveland, | Ohio | 44105 | |||||||||||
| (Address of principle executive offices) | (Zip Code) | |||||||||||||
Registrant's telephone number, including area code (216) 441-6000
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||
Securities registered pursuant to Section 12(b) of the Act
| Title of each class | Trading Symbol(s) | Name of each exchange in which registered | ||||||||||||
| Common Stock, par value $0.01 per share | TFSL | The NASDAQ Stock Market, LLC | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | Compensatory Arrangements of Certain Officers. | ||||||||||||||||||||||||||||||||||||||||||
On June 30, 2022, TFS Financial Corporation (the "Company") appointed Daniel F. Weir to fill the vacant board position created by the Bylaw amendment described below.
Mr. Weir has more than 30 years of banking experience, most recently serving as a member of the management team at Third Federal Savings and Loan Association of Cleveland, the primary operating subsidiary of the Company, until his retirement in 2005. He is a past member of the Board of Trustees for the Urban Community School in Cleveland, and is a past member of the Board of Directors and Treasurer for the Naples Press Club of Southwest Florida.
There are no arrangements or understandings between Mr. Weir and any other person pursuant to which he became a director. Mr. Weir is not a party to any transaction with the Company or the Association that would require disclosure under Item 404(a) of Securities and Exchange Commission Regulation S-K. Mr. Weir will receive the standard compensatory arrangements that the Company currently provides its non-employee directors, as described in the Company’s proxy statement for its 2022 Annual Meeting of Stockholders, as filed with the Securities and Exchange Commission on January 12, 2022, and is eligible to receive awards under the Company’s Amended and Restated 2008 Equity Incentive Plan.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. | |||||||
The Board of Directors has approved an amendment to the Company's Bylaws, effective June 30, 2022, to increase the size of the Board from ten members to eleven members. The text of the revision to the Bylaws is attached as Exhibit 3 to this Report.
| Item 9.01 | Exhibits. | |||||||
(d) Exhibits.
FORM 8-K EXHIBIT INDEX
Exhibit No.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
TFS FINANCIAL CORPORATION (Registrant) | ||||||||||||||
| Date: July 1, 2022 | By: | /s/ Timothy W. Mulhern | ||||||||||||
| Timothy W. Mulhern | ||||||||||||||
| Chief Financial Officer | ||||||||||||||