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Section 1: 8-K (8-K)

 

 

 

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):

July 21, 2014

 


 

 

 

 

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:

 

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 July 21, 2014, the Board of Directors (the “Board”) of TCF Financial Corporation (“TCF” or the “Company”) elected Richard H. King as a Director of the Company, effective immediately, filling a vacancy created by increasing the size of the Board from 14 to 15.  There are no arrangements or understandings between Mr. King and any other person pursuant to which Mr. King was selected as a director.  Mr. King will stand for re-election at the 2015 Annual Meeting of Stockholders.  He was appointed to the Audit Committee, the Finance Committee and the Risk Committee.

 

Mr. King currently serves as Executive Vice President and Chief Operating Officer, Technology at Thomson Reuters Corporation (“Thomson Reuters”).  He has held numerous executive-level roles with Thomson Reuters, including Chief Technology Officer of the Professional Division and Chief Technology Officer and Chief Operations Officer of its Legal business, since joining the company in 2000.

 

Thomson Reuters, a leading provider of business information services, provides products and services to subsidiaries of the Company under a number of agreements.  Thomson Reuters’ total revenues for the twelve months ended December 31, 2013 were $12.7 billion.  During 2013, the Company made payments to Thomson Reuters and its related entities in the ordinary course of business totaling $372 thousand under standard terms and conditions.  Based on its various agreements with Thomson Reuters, the Company expects to make aggregate payments for goods and services to Thomson Reuters of $3.8 million from 2014-2017.  Mr. King’s only interest in these transactions is as an officer of Thomson Reuters.

 

In accordance with the Company’s current non-employee director compensation policy, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein, Mr. King will be entitled to receive compensation for his service as a member of the Board and committees thereof.  A copy of the press release issued by the Company on July 23, 2014, announcing the election of Mr. King as a Director, is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No.

 

Description of Exhibit

10.1

 

Summary of Non-Employee Director Compensation

 

 

 

99.1

 

Press Release dated July 23, 2014

 

 

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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/ Michael S. Jones

 

Michael S. Jones,

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

 

 

 

/s/ Susan D. Bode

 

Susan D. Bode,

Senior Vice President, Chief Accounting Officer

(Principal Accounting Officer)

 

Dated:    July 23, 2014

 

 

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Section 2: EX-10.1 (EX-10.1)

 

Exhibit 10.1

 

Summary of Non-Employee Director Compensation

 

·                  Cash compensation for non-employee Directors (may be deferred and invested in TCF Common Stock) consists of the following:

·                  Annual Retainer of $60,000; and

·                  An additional $20,000 annual retainer for each Committee or Subcommittee a Director Chairs.

·                  An additional $20,000 annual retainer for the Lead Director

·                  Employee Directors are not compensated for service as Directors.

·                  Directors Stock Grant Program:

·                  Annually, non-employee Directors receive grants of TCF Common Stock equal to $45,000.  For Directors elected after a stock grant has been awarded, a pro-rata stock grant is awarded;

·                  The number of shares granted is determined by dividing $45,000 by the average of the high and low prices of TCF Common Stock on the grant date;

·                  The stock grant vests annually, when the next grant is made;

·                  Dividends are paid on unvested shares at the rate generally paid to holders of TCF Common Stock; and

·                  Unvested shares will vest if a change in control occurs.

·                  Non-employee Directors may defer fees and stock grants under the TCF Directors Deferred Compensation Plan (the “Directors Deferred Compensation Plan”) until the end of their Board service.

·                  TCF offers the TCF Matching Gift Program to supplement donations made by non-employee Directors to charitable organizations of their choice up to a maximum of $20,000 annually.

·                  TCF reimburses Directors for travel and other expenses to attend Board meetings or attend to other Board business as a business expense, and TCF occasionally holds Board retreats at a remote location and pays Directors’ travel and lodging expenses incurred in connection with the meeting, as well as those of the Directors’ spouses or significant others.

 

 


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Section 3: EX-99.1 (EX-99.1)

 

Exhibit 99.1

NEWS RELEASE

 

 

Investors:

Media:

 

Jason Korstange

Mark Goldman

 

(952) 745-2755

(952) 475-7050

 

 

[email protected]

 

 

 

FOR IMMEDIATE RELEASE

 

TCF FINANCIAL CORPORATION  200 Lake Street East, Wayzata, MN 55391-1693

 

 

TCF’S BOARD OF DIRECTORS ELECTS RICHARD H. KING
TO BOARD MEMBERSHIP

 

WAYZATA, Minn. – July 23, 2014 – The Board of Directors of TCF Financial Corporation (“TCF”) (NYSE:TCB) today announced the election of Richard H. King to the TCF Board of Directors, effective July 21, 2014.

 

Mr. King is executive vice president and chief operating officer for technology at Thomson Reuters. He has been with Thomson Reuters since 2000 and has held several executive level roles in the company, including chief technology officer of the Professional division and chief technology officer and chief operations officer of the Legal business unit. Prior to Thomson Reuters, Mr. King held executive level positions at Ceridian Employer Services, Jostens Learning and WICAT Systems, Inc.

 

“We are pleased to welcome Rick King to TCF’s Board of Directors,” said William A. Cooper, chairman and chief executive officer. “His deep expertise in technology strategy and his insights into building and scaling world-class technology infrastructures to support business growth will be valuable assets as TCF continues to invest in new platforms to serve its customers. The Board and management team look forward to benefitting from Rick’s extensive technology background and experience in the financial information sector.”

 

 

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– more –

 

About TCF Bank

 

TCF is a Wayzata, Minnesota-based national bank holding company. As of March 31, 2014, TCF had $18.8 billion in total assets and 381 branches in Minnesota, Illinois, Michigan, Colorado, Wisconsin, Indiana, Arizona and South Dakota, providing retail and commercial banking services. TCF, through its subsidiaries, also conducts commercial leasing and equipment finance business in all 50 states, commercial inventory finance business in the U.S. and Canada, and indirect auto finance business in 48 states. For more information about TCF, please visit http://ir.tcfbank.com.

 

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