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):
TCF FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation) | 001-10253 (Commission File Number) | 41-1591444 (IRS Employer Identification No.) |
200 Lake Street East, Mail Code EX0-03-A, Wayzata, Minnesota 55391-1693
(Address of principal executive offices, including Zip Code)
(952) 745-2760
(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))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On April 25, 2012, at the 2012 Annual Meeting of Stockholders (the “2012 Annual Meeting”) of TCF Financial Corporation (“TCF”), stockholders approved an amendment to the TCF Financial Incentive Stock Program (the “Program”). The amendment increased the number shares authorized under the Program by 2.0 million shares. A copy of the Program, as amended and restated, is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
The following is a brief description of each matter voted on at the 2012 Annual Meeting and the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes, as to each matter.
| | | | | | | Broker | | |
| | | For | | Withheld | | Non-Votes | | |
1. | Election of Directors: | | | | | | | | |
| Raymond L. Barton | | 138,262,037 | | 3,520,225 | | 11,888,770 | | |
| Peter Bell | | 140,613,988 | | 1,168,274 | | 11,888,770 | | |
| William F. Bieber | | 123,657,595 | | 18,124,667 | | 11,888,770 | | |
| Theodore J. Bigos | | 123,957,066 | | 17,825,196 | | 11,888,770 | | |
| William A. Cooper | | 139,117,191 | | 2,665,071 | | 11,888,770 | | |
| Thomas A. Cusick | | 140,384,042 | | 1,398,220 | | 11,888,770 | | |
| Craig R. Dahl | | 140,248,406 | | 1,533,856 | | 11,888,770 | | |
| Karen L. Grandstrand | | 140,804,333 | | 977,929 | | 11,888,770 | | |
| Thomas F. Jasper | | 140,228,925 | | 1,553,337 | | 11,888,770 | | |
| George G. Johnson | | 140,438,169 | | 1,344,093 | | 11,888,770 | | |
| Vance K. Opperman | | 123,873,249 | | 17,909,013 | | 11,888,770 | | |
| James M. Ramstad | | 140,726,915 | | 1,055,347 | | 11,888,770 | | |
| Gerald A. Schwalbach | | 123,685,707 | | 18,096,555 | | 11,888,770 | | |
| Barry N. Winslow | | 140,250,420 | | 1,531,842 | | 11,888,770 | | |
| Richard A. Zona | | 140,744,599 | | 1,037,663 | | 11,888,770 | | |
| | | | | | | | | |
| | | | | | | | | Broker |
| | | For | | Against | | Abstentions | | Non-Votes |
2. | Approve an increase in the number | | | | | | | | |
| of authorized shares under the TCF | | | | | | | | |
| Financial Incentive Stock Program | | 126,599,877 | | 14,988,091 | | 194,294 | | 11,888,770 |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | Broker |
| | | For | | Against | | Abstentions | | Non-Votes |
3. | Approve the amended and restated | | | | | | | | |
| Directors Stock Grant Program | | 137,731,683 | | 3,661,722 | | 388,857 | | 11,888,770 |
| | | | | | | | | |
2 |
| | | | | | | | | Broker |
| | | For | | Against | | Abstentions | | Non-Votes |
4. | Advisory vote on executive | | | | | | | | |
| compensation as disclosed in the | | | | | | | | |
| Proxy Statement | | 108,080,838 | | 33,189,489 | | 511,935 | | 11,888,770 |
| | | | | | | | | |
| | | For | | Against | | Abstentions | | |
5. | Advisory vote on the appointment of | | | | | | | | |
| KPMG LLP as independent registered | | | | | | | | |
| public accountants for the fiscal year | | | | | | | | |
| ending December 31, 2012 | | 152,214,780 | | 1,095,575 | | 360,677 | | |
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. | |
| | |
| Exhibit No. | TCF Financial Incentive Stock Program, as amended and restated |
| 10.1 | effective April 25, 2012 |
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 hereunto duly authorized.
| TCF FINANCIAL CORPORATION |
| |
| |
| /s/ William A Cooper |
| William A. Cooper, Chairman and Chief Executive Officer (Principal Executive Officer) |
| |
| /s/ Michael S. Jones |
| Michael S. Jones, Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
| |
| /s/ David M. Stautz |
| David M. Stautz, Senior Vice President, Controller and Managing Director, Corporate Development (Principal Accounting Officer) |
Dated: April 30, 2012