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 27, 2011
TCF FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | | 001-10253 | | 41-1591444 |
(State or other jurisdiction of | | (Commission File Number) | | (IRS Employer Identification No.) |
incorporation) | | | | |
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 27, 2011, at the 2011 Annual Meeting of Stockholders (the “2011 Annual Meeting”) of TCF Financial Corporation (“TCF”), stockholders approved an amendment to the TCF Employees Stock Purchase Plan – Supplemental Plan (“Plan”). The amendment increased the number of shares authorized for issuance under the Plan by 1,000,000 shares. A copy of the Plan is attached hereto as Exhibit 10(j)-1 and is incorporated herein by reference.
At the 2011 Annual Meeting, stockholders also approved revised and additional performance criteria under the TCF Performance-Based Compensation Policy for Covered Executives (the “Policy”) and the TCF Financial Incentive Stock Program (the “Program”). The business criteria in the Policy and Program were changed, and Return on Average Common Equity (“ROCE”) was added as an additional business criterion for performance-based goals under the Policy and Program, so that the business criteria in the Policy and Program are better aligned with information that is publicly reported by TCF and its peers, and is thus generally available to stockholders. The changes will permit stockholders and other interested persons to more easily evaluate the performance-based goals of executive compensation. A copy of the revised Policy and Program are attached hereto as Exhibit 10(p) and Exhibit 10(b), respectively, and are incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
On April 27, 2011, the Annual Meeting of the stockholders of TCF Financial Corporation was held. The following is a brief description of each matter voted on at the 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.
| | For | | Withheld/
Abstentions | | Broker
Non-Votes | |
1. Election of Directors: | | | | | | | |
Raymond L. Barton | | 110,205,132 | | 958,598 | | 17,165,481 | |
Peter Bell | | 88,662,982 | | 22,500,748 | | 17,165,481 | |
William F. Bieber | | 63,767,738 | | 47,395,992 | | 17,165,481 | |
Theodore J. Bigos | | 63,864,445 | | 47,299,285 | | 17,165,481 | |
William A. Cooper | | 93,831,534 | | 17,332,196 | | 17,165,481 | |
Thomas A. Cusick | | 94,087,897 | | 17,075,833 | | 17,165,481 | |
Luella G. Goldberg | | 61,301,685 | | 49,862,045 | | 17,165,481 | |
Karen L. Grandstrand | | 110,215,161 | | 948,569 | | 17,165,481 | |
George G. Johnson | | 94,201,174 | | 16,962,556 | | 17,165,481 | |
Vance K. Opperman | | 60,185,887 | | 50,977,843 | | 17,165,481 | |
Gregory J. Pulles | | 94,179,663 | | 16,984,067 | | 17,165,481 | |
Gerald A. Schwalbach | | 63,745,341 | | 47,418,389 | | 17,165,481 | |
Ralph Strangis | | 62,186,579 | | 48,977,151 | | 17,165,481 | |
Barry N. Winslow | | 94,168,222 | | 16,995,508 | | 17,165,481 | |
Richard A. Zona | | 110,209,459 | | 954,271 | | 17,165,481 | |
| | For | | Against | | Withheld/
Abstentions | | Broker
Non-Votes | |
2. Approve an increase in the number of authorized shares reserved for issuance under the TCF Employees Stock Purchase Plan – Supplemental Plan | | 107,819,987 | | 3,247,653 | | 96,090 | | 17,165,481 | |
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| | For | | Against | | Withheld/
Abstentions | | Broker
Non-Votes | |
3. Approve revised and additional performance criteria under the TCF Performance-Based Compensation Policy | | 109,021,737 | | 1,920,662 | | 221,331 | | 17,165,481 | |
| | For | | Against | | Withheld/
Abstentions | | Broker
Non-Votes | |
4. Approve revised and additional performance criteria under the TCF Financial Incentive Stock Program | | 106,972,574 | | 3,936,036 | | 255,120 | | 17,165,481 | |
| | For | | Against | | Withheld/
Abstentions | | | |
5. Approve an Amended and Restated Certificate of Incorporation to eliminate supermajority voting requirements | | 126,411,059 | | 1,585,590 | | 332,562 | | | |
| | For | | Against | | Withheld/
Abstentions | | Broker
Non-Votes | |
6. Advisory vote on executive compensation as disclosed in the Proxy Statement | | 71,376,789 | | 38,953,907 | | 833,034 | | 17,165,481 | |
| | Annual | | Biennial | | Triennial | | Withheld/
Abstentions | | Broker
Non-Votes | |
7. Advisory vote on the frequency of the stockholder advisory vote on executive compensation | | 104,628,334 | | 1,171,196 | | 5,089,379 | | 274,821 | | 17,165,481 | |
On April 29, 2011, following the Annual Meeting of Stockholders of TCF, the Board adopted a resolution providing that an advisory vote on executive compensation would be held annually.
| | For | | Against | | Withheld/
Abstentions | | | |
8. Advisory vote on the appointment of KPMG LLP as independent registered public accountants for the fiscal year ending December 31, 2011 | | 127,242,584 | | 879,730 | | 206,897 | | | |
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Item 9.01 Financial Statements and Exhibits
| | (d) Exhibits. | | | |
| | | | | |
| | | Exhibit No. | | Description |
| | |
| 10(b) | Amended and Restated TCF Financial Incentive Stock Program, as amended and restated January 1, 2011 |
| | |
| 10(j)-1 | TCF Employees Stock Purchase Plan – Supplemental Plan, as amended and restated effective January 1, 2011 |
| | |
| 10(p) | TCF Performance-Based Compensation Policy for Covered Executives, as approved effective January 1, 2011 |
| | | | | | |
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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/ Thomas F. Jasper |
| Thomas F. Jasper, Executive Vice President and |
| Chief Financial Officer |
| (Principal Financial Officer) |
| |
| |
| /s/ David M. Stautz |
| David M. Stautz, Senior Vice President, |
| Controller and Assistant Treasurer |
| (Principal Accounting Officer) |
Dated: May 2, 2011
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