Attached files

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EX-99.1(A) - PDF OF PRESS RELEASE - Capitol Federal Financial Incannualmeeting.pdf
EX-99.1(B) - PDF OF ANNUAL MEETING SLIDE PRESENTATION - Capitol Federal Financial Incannualmeetingpresentation.pdf
EX-99.2 - PDF OF PRESS RELEASE - Capitol Federal Financial Incdividendrelease.pdf
EX-99.3 - PDF OF PRESS RELEASE - Capitol Federal Financial Incandersenrobinsonrelease.pdf
EX-99.1(A) - PRESS RELEASE ANNOUNCING ANNUAL MEETING - Capitol Federal Financial Incannualmeeting.htm
EX-99.2 - PRESS RELEASE ANNOUNCING DIVIDEND - Capitol Federal Financial Incdividendrelease.htm
EX-99.3 - PRESS RELEASE ANNOUNCING ANDERSEN RETIREMENT, ROBINSON ELECTED - Capitol Federal Financial Incandersenrobinsonrelease.htm
EX-99.1(B) - ANNUAL MEETING SLIDE PRESENTATION - Capitol Federal Financial Incannualmeetingpresentation.htm



 
 
 
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)
 
 
January 23, 2012
 
 
______________________________________________________________________________________________________________________
 
 
CAPITOL FEDERAL FINANCIAL, INC.
 
______________________________________________________________________________________________________________________
 
 
(Exact name of Registrant as specified in its Charter)
 
 
Maryland                                                        001-34814                                               27-2631712
 
 
______________________________________________________________________________________________________________________
 
 
(State or other jurisdiction of incorporation)                 (Commission File Number)                (IRS Employer Identification Number)
 
 
700 Kansas Avenue Topeka, Kansas 66603
 
 
______________________________________________________________________________________________________________________
 
 
(Address of principal executive offices) (Zip Code)
 
 
Registrant's telephone number, including area code:
 
 
(785) 235-1341
 
 
N/A
 
 
______________________________________________________________________________________________________________________________________________________
 
 
(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:
 
 
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

As noted under Item 5.07 of this Current Report on Form 8-K, at the Annual Meeting of Stockholders of Capitol Federal Financial, Inc. (the “Company”) held on January 24, 2012 (the “Annual Meeting”), the Company’s stockholders approved the Company’s 2012 Equity Incentive Plan (the “Equity Incentive Plan”).  A description of the Equity Incentive Plan is contained in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on December 22, 2011 under the heading “Proposal III.  Approval of the 2012 Equity Incentive Plan” and is incorporated herein by reference, and a copy of the Equity Incentive Plan is attached to that proxy statement as Appendix A and is also incorporated herein by reference.


Item 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

As noted above, on January 24, 2012, the Company held its Annual Meeting.  Holders of record of the Company’s common stock at the close of business on December 2, 2011 were entitled to vote on four items at the Annual Meeting. Stockholders elected Morris J. Huey, II and Reginald L. Robinson each to a three-year term as director.  The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s proxy statement for the Annual Meeting.   The stockholders approved the Equity Incentive Plan.  The stockholders also ratified the appointment of Deloitte & Touche, LLP as the Company’s independent auditors for the fiscal year ending September 30, 2012. The final voting results of each item are set forth below.
 

         
 
                                               Number of Votes
   
 
For
Withheld
  Broker Non-Votes  
Proposal 1.
       
Election of the following directors for the terms
       
indicated:
       
Morris J. Huey, II (three years)
                         131,949,023                     4,041,522           17,859,050  
Reginald L. Robinson  (three years)
                         134,085,089                     1,905,456       17,859,050  
         
The following directors had their term of office
       
continue after the meeting:
       
        John B. Dicus        
        Jeffrey M. Johnson        
        Michael T. McCoy, M.D.        
        Jeffrey R. Thompson    
        Marilyn S. Ward        
      
          Number of Votes  
         Proposal 2.  For  Against  Abstain Broker Non-Vote 
         
        Stockholder approval, on advisory basis, of executive compensation.  130,122,043  4,469,020  1,399,482 17,859,050 
         
    Number of Votes  
        Proposal 3.                                    For  Against  Abstain  
        Approval of the Company's 2012 Equity Incentive Plan                          114,263,731 20,066,417  1,660,397 17,859,050 
           
       Number of Votes  
 
For
Against
Abstain
 
Proposal 4.
       
Ratification of Deloitte & Touche LLP as auditors
  150,629,432   2,441,828   778,335  0
         



 
Item 7.01 REGULATION FD DISCLOSURE
 
On January 23, 2012, the Company issued the press release attached hereto as Exhibit 99.1(a) and incorporated herein by reference announcing the availability of the Company’s Annual Meeting presentation on the Company’s website at 10:00 a.m. Central time on January 24, 2012. Attached hereto as Exhibit 99.1(b) and incorporated herein by reference are the slides for the Company’s presentation at the Annual Meeting.

On January 24, 2012, the Company issued the press release attached hereto as Exhibit 99.2 and incorporated herein by reference announcing a cash dividend of $0.075 per share, payable on February 17, 2012 to holders of record of the Company’s common stock as of the close of business on February 3, 2012.

Item 8.01 OTHER EVENTS

On January 24, 2012, the Company issued the press release attached hereto as Exhibit 99.3 and incorporated herein by reference announcing the retirement of B.B. Andersen as a director of the Company upon the expiration of his term at the Annual Meeting and the election of Reginald L. Robinson as a director of the Company to succeed Mr. Andersen.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits

Exhibit 10.1 – Capitol Federal Financial, Inc. 2012 Equity Incentive Plan (attached as Appendix A to the Company’s definitive proxy statement filed with the Securities and Exchange Commission on December 22, 2011 and incorporated herein by reference)

Exhibit 99.1(a) - Annual Meeting Press Release dated January 23, 2012
 
Exhibit 99.1(b) - Annual Meeting Slide Presentation
 
Exhibit 99.2 - Dividend Press Release dated January 24, 2012
 
Exhibit 99.3 – Andersen Retirement, Robinson Election Announcement Press Release dated January 24, 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.
 
 
                              CAPITOL FEDERAL FINANCIAL, INC.
 
 
Date: January 26, 2012                             By: /s/ Kent G. Townsend
 
 
                              Kent G. Townsend, Executive Vice-President, Chief Financial Officer, and Treasurer