Capitol Federal Financial Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, Financial Statements and Exhibits
$CFFN
Savings Institutions
Finance
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
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(785 ) 235-1341
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Item 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Capitol Federal Financial, Inc. (the “Company”) held its Annual Meeting of Stockholders on January 23, 2024 (the “Annual Meeting”). Holders of record of the Company’s common stock at the close of business on December 1, 2023 were entitled to vote on three items at the Annual Meeting. Stockholders elected Morris J. Huey, II and Carlton A. Ricketts 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 "Say on Pay Vote"). The stockholders also ratified the appointment of Deloitte & Touche LLP as the Company’s independent auditors for the fiscal year ending September 30, 2024. The final voting results of each item are set forth below.
| Number of Votes | |||||||||||||||||||||||
| For | Against | Abstained | Broker Non-Votes | ||||||||||||||||||||
| Proposal 1. | |||||||||||||||||||||||
| Election of the following directors for the terms indicated: | |||||||||||||||||||||||
| Morris J. Huey, II (three years) | 77,515,506 | 24,139,188 | 248,286 | 11,127,334 | |||||||||||||||||||
| Carlton A. Ricketts (three years) | 57,233,322 | 44,395,278 | 274,380 | 11,127,334 | |||||||||||||||||||
| The following directors had their term of office continue after the meeting: | |||||||||||||||||||||||
| John B. Dicus | |||||||||||||||||||||||
| James G. Morris | |||||||||||||||||||||||
| Jeffrey R. Thompson | |||||||||||||||||||||||
| Michel' Philipp Cole | |||||||||||||||||||||||
| Michael T. McCoy, M.D. | |||||||||||||||||||||||
| Jeffrey M. Johnson | |||||||||||||||||||||||
| Number of Votes | |||||||||||||||||||||||
| For | Against | Abstained | Broker Non-Votes | ||||||||||||||||||||
| Proposal 2. | |||||||||||||||||||||||
| Stockholder approval, on advisory basis, of executive compensation | 96,784,710 | 4,436,413 | 663,535 | 11,145,656 | |||||||||||||||||||
| Number of Votes | |||||||||||||||||||||||
| For | Against | Abstained | Broker Non-Votes | ||||||||||||||||||||
| Proposal 3. | |||||||||||||||||||||||
| Ratification of Deloitte & Touche LLP as independent auditors | 104,131,603 | 8,132,922 | 747,468 | — | |||||||||||||||||||
ITEM 7.01 REGULATION FD DISCLOSURE
Attached hereto as Exhibit 99 and incorporated herein by reference are the slides from the Company's presentation at the Annual Meeting on January 23, 2024.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit 99 – Annual Meeting slide presentation
Exhibit 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 hereunto duly authorized.
| CAPITOL FEDERAL FINANCIAL, INC. | ||||||||
| Date: January 25, 2024 | By: /s/ Kent G. Townsend | |||||||
| Kent G. Townsend, Executive Vice-President, | ||||||||
Chief Financial Officer, and Treasurer | ||||||||