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):
May 6, 2020
TCF FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Michigan | 000-08185 | 38-2022454 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
333 W. Fort Street, Suite 1800, Detroit, Michigan 48226
(Address of principal executive offices, including Zip Code)
(800) 867-9757
(Registrant’s telephone number, including area code)
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 exchange on which registered) |
Common Stock (par value $1 per share) | TCF | The NASDAQ Stock Market |
Depositary shares, each representing a 1/1000th interest in a share of the 5.70% Series C Non-Cumulative Perpetual Preferred Stock | TCFCP | The NASDAQ Stock Market |
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. ¨
Item 5.07
On Wednesday, May 6, 2020, TCF Financial Corporation (the "Company") held its 2020 Annual Meeting of Shareholders ("2020 Annual Meeting"). Shareholders considered three proposals at the meeting, each of which is described in more detail in the Company's Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on March 25, 2020. The final voting results are reported below:
For | Withheld | Broker Non-Votes | |||||||
1. | Election of Directors | ||||||||
Peter Bell | 122,618,417 | 662,605 | 14,093,421 | ||||||
Craig R. Dahl | 122,580,274 | 700,748 | 14,093,421 | ||||||
Karen L. Grandstrand | 122,160,462 | 1,120,560 | 14,093,421 | ||||||
Richard H. King | 122,635,268 | 645,754 | 14,093,421 | ||||||
Ronald A. Klein | 121,953,129 | 1,327,893 | 14,093,421 | ||||||
Barbara J. Mahone | 121,927,187 | 1,353,835 | 14,093,421 | ||||||
Barbara L. McQuade | 122,729,179 | 551,843 | 14,093,421 | ||||||
Vance K. Opperman | 122,112,045 | 1,168,977 | 14,093,421 | ||||||
David T. Provost | 120,459,848 | 2,821,174 | 14,093,421 | ||||||
Roger J. Sit | 122,139,772 | 1,141,250 | 14,093,421 | ||||||
Julie H. Sullivan | 121,395,201 | 1,885,821 | 14,093,421 | ||||||
Jeffrey L. Tate | 122,134,460 | 1,146,562 | 14,093,421 | ||||||
Gary Torgow | 121,982,825 | 1,298,197 | 14,093,421 | ||||||
Arthur A. Weiss | 121,704,981 | 1,576,041 | 14,093,421 | ||||||
Franklin C. Wheatlake | 120,917,299 | 2,363,723 | 14,093,421 | ||||||
Theresa M. H. Wise | 122,656,971 | 624,051 | 14,093,421 |
For | Against | Abstentions | Broker Non-Votes | |||||||||
2. | Advisory (Non-binding) Vote to Approve Executive Compensation | 119,431,931 | 3,324,126 | 524,965 | 14,093,421 | |||||||
3. | Advisory (Non-binding) Vote to Ratify the Appointment of KPMG LLP as Independent Registered Public Accountants for the Fiscal Year Ending December 31, 2020 | 134,448,476 | 2,649,639 | 276,328 | — |
Item 7.01 Regulation FD Disclosure
During TCF’s 2020 Annual Meeting conducted as a virtual event, the audio webcast experienced technical difficulties which caused the audio on the webcast to cut out during the Q&A portion of the meeting. As a result, attached to this Form 8-K as Exhibit 99.1, are the shareholder questions submitted during the meeting along with the responses from the Company.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number | Description | |
99.1 | ||
104 | Cover Page Interactive Data File (embedded within the inline XBRL document) |
SIGNATURES
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, thereunto duly authorized.
TCF FINANCIAL CORPORATION | |
/s/ Craig R. Dahl | |
Craig R. Dahl, President and Chief Executive Officer (Principal Executive Officer) | |
/s/ Dennis L. Klaeser | |
Dennis L. Klaeser, Executive Vice President and Chief Financial Officer (Principal Financial Officer) | |
/s/ Kathleen S. Wendt | |
Kathleen S. Wendt, Executive Vice President and Chief Accounting Officer (Principal Accounting Officer) |
Dated: May 11, 2020