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):
April 26, 2019 (April 24, 2019)
TCF FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
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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))
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 Submission of Matters to a Vote of Security Holders
The following is a brief description of each matter voted on at the 2019 Annual Meeting and the number of votes cast for, withheld, or against, as well as the number of abstentions and broker non-votes for each proposal.
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| | | For | Withheld | Broker Non-Votes |
| 1. | Election of Directors | | | |
| | Peter Bell | 135,469,078 | 3,165,544 | 10,424,976 |
| | William F. Bieber | 134,085,422 | 4,549,200 | 10,424,976 |
| | Theodore J. Bigos | 135,222,507 | 3,412,115 | 10,424,976 |
| | Craig R. Dahl | 133,644,133 | 4,990,489 | 10,424,976 |
| | Karen L. Grandstrand | 135,590,398 | 3,044,224 | 10,424,976 |
| | George G. Johnson | 85,667,461 | 52,967,161 | 10,424,976 |
| | Richard H. King | 137,567,397 | 1,067,225 | 10,424,976 |
| | Vance K. Opperman | 120,728,354 | 17,906,268 | 10,424,976 |
| | Roger J. Sit | 135,614,113 | 3,020,509 | 10,424,976 |
| | Julie H. Sullivan | 138,308,132 | 326,490 | 10,424,976 |
| | Barry N. Winslow | 137,888,177 | 746,445 | 10,424,976 |
| | Theresa M. H. Wise | 138,316,153 | 318,469 | 10,424,976 |
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| | | For | Against | Abstentions | Broker Non-Votes |
2. | Advisory (Non-binding) Vote to Approve Executive Compensation | 131,493,593 | 6,124,481 | 1,016,548 | 10,424,976 |
3. | Advisory (Non-binding) Vote to Ratify the Appointment of KPMG LLP as Independent Registered Public Accountants for the Fiscal Year Ending December 31, 2019 | 145,779,649 | 3,068,008 | 211,941 | — |
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.
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| | TCF FINANCIAL CORPORATION |
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| | /s/ Craig R. Dahl |
| | Craig R. Dahl, Chairman, President and Chief Executive Officer (Principal Executive Officer) |
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| | /s/ Brian W. Maass |
| | Brian W. Maass, Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
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| | /s/ Susan D. Bode |
| | Susan D. Bode, Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) |
Dated: April 26, 2019
