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Section 1: 8-K (CURRENT REPORT, ITEMS 5.07, 7.01 AND 9.01)

Document


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)
January 23, 2018

 
 
 
 
 
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 South 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:

¨ 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
Capitol Federal Financial, Inc. (the “Company”) held its Annual Meeting of Stockholders on January 23, 2018 (the “Annual Meeting”). Holders of record of the Company’s common stock at the close of business on December 1, 2017 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 "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, 2018. 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)
98,869,191

 
7,392,537

 
78,442

 
18,892,659

Reginald L. Robinson (three years)
103,663,783

 
2,474,260

 
202,125

 
18,892,659

 
 
 
 
 
 
 
 
The following directors had their term of office continue after the meeting:
John B. Dicus
 
 
 
 
 
 
 
James G. Morris
 
 
 
 
 
 
 
Jeffrey R. Thompson
 
 
 
 
 
 
 
Michel' Philipp Cole
 
 
 
 
 
 
 
Jeffrey M. Johnson
 
 
 
 
 
 
 
Michael T. McCoy, M.D.
 
 
 
 
 
 
 
 
Number of Votes
 
For
 
Against
 
Abstained
 
Broker Non-Votes
Proposal 2.
 
 
 
 
 
 
 
Stockholder approval, on advisory basis, of executive compensation
101,760,165

 
3,773,196

 
806,803

 
18,892,663

 
Number of Votes
 
For
 
Against
 
Abstained
 
Broker Non-Votes
Proposal 3.
 
 
 
 
 
 
 
Ratification of Deloitte & Touche LLP as independent auditors
124,421,219

 
652,077

 
159,532

 


ITEM 7.01 REGULATION FD DISCLOSURE
Attached hereto as Exhibit 99.1 and incorporated herein by reference are the slides from the Company's presentation at the Annual Meeting on January 23, 2018.

On January 23, 2018, the Company issued the press release attached hereto as Exhibit 99.2 and incorporated herein by reference announcing a cash dividend of $0.085 per share, payable on February 16, 2018 to holders of record of the Company’s common stock as of the close of business on February 2, 2018.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits

Exhibit 99.1 – Annual Meeting slide presentation
Exhibit 99.2 – Press release announcing dividend dated January 23, 2018







 
 
 
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, 2018
By: /s/ Kent G. Townsend
 
 
 
 
 
 
 
 
Kent G. Townsend, Executive Vice-President,
 
 
Chief Financial Officer, and Treasurer
 



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Section 2: EX-99.1 (ANNUAL MEETING SLIDE PRESENTATION)

annualmtg2017


 
Board of Directors John B. Dicus, Chairman, President & CEO Michel’ Philipp Cole Morris J. Huey, II Jeffrey M. Johnson Michael T. McCoy, M.D. James G. Morris Reginald L. Robinson Jeffrey R. Thompson


 
Management John B. Dicus, Chairman, President & CEO Natalie G. Haag, Executive Vice President & Corporate Secretary Rick C. Jackson, Executive Vice President Daniel L. Lehman, Executive Vice President Carlton A. Ricketts, Executive Vice President Kent G. Townsend, Executive Vice President


 
Safe Harbor Disclosure Except for the historical information contained in this presentation, the matters discussed may be deemed to be forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements about our beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions. The words "may," "could," "should," "would," "will," "believe," "anticipate," "estimate," "expect," "intend," "plan," and similar expressions are intended to identify forward-looking statements. Forward-looking statements that involve risks and uncertainties, including changes in economic conditions in Capitol Federal Financial, Inc.’s market area, changes in policies by regulatory agencies and other governmental initiatives affecting the financial services industry, fluctuations in interest rates, demand for loans in Capitol Federal Financial, Inc.’s market area, the future earnings and capital levels of Capitol Federal Savings Bank, which would affect the ability of Capitol Federal Financial, Inc. to pay dividends in accordance with its dividend policies, competition, and other risks detailed from time to time in documents filed or furnished by Capitol Federal Financial, Inc. with the SEC. Actual results may differ materially from those currently expected. These forward-looking statements represent Capitol Federal Financial, Inc.’s judgment as of the date of this presentation. Capitol Federal Financial, Inc. disclaims, however, any intent or obligation to update these forward-looking statements.


 
Selected Balance Sheet Data September 30, 2017 2016 (in thousands) Total Assets $ 9,192,916 $ 9,267,247 Total Loans $ 7,195,071 $ 6,958,024 Total Deposits $ 5,309,868 $ 5,164,018 Total Borrowings $ 2,373,808 $ 2,572,389 Total Stockholders' Equity $ 1,368,313 $ 1,392,964


 
Financial Performance FY 2017 Net Income (in thousands) $84,137 Earnings Per Share (basic & diluted) $0.63 Net Interest Margin* 2.15% Return on Average Assets* 0.89% Return on Average Equity* 5.88% *Adjusted to exclude the effects of the leverage strategy


 
Efficiency Ratio 41.21% Operating Expense Ratio 0.80% Non-performing Assets to Total Assets 0.20% Equity to Total Assets 14.9% Financial Performance FY 2017


 
Calendar Year 2017 Dividends (in thousands) Regular quarterly dividends* $ 45,633 True Blue® Capitol dividend (June) 33,559 True-up dividend (December) 38,985 Total cash dividends paid in 2017 $ 118,177 *Paid in February, May, August, and November.


 
Cumulative Cash Returned to Stockholders †Includes named capital dividends paid (in millions) $1,244.2 Share Repurchases Stockholder Dividends $368.0 31,009,944 Shares Avg. Price of $11.87 $6.14 Per Share $0.0 $250.0 $500.0 $750.0 $1,000.0 $1,250.0 Since 2nd Step Corporate Reorganization † $876.2


 
Payment of Dividends • CFFN declared a regular quarterly dividend of $0.085 per share on January 23, 2018. • For fiscal year 2018, it is the intent of our Board and management to pay out 100% of our net income. • Dividends will be paid in a combination of quarterly and true-up cash dividends.


 
A Proven Path • Single-Family Portfolio Lender • Retail Financial Services • Excellent Asset Quality • Strong Cost Controls • Strong Capital Position • Stockholder Value • Interest Rate Risk Management


 
• Continued growth of our commercial real estate loan portfolio primarily through loan participations with our correspondent lending relationships. • Continued the leverage strategy during fiscal year 2017, which added $2.8 million to net income. • Continued focus on cost controls through technology efficiencies and enhancements. A Proven Path


 
Questions & Answers


 
Thank you for attending


 


 
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Section 3: EX-99.2 (PRESS RELEASE ANNOUNCING DIVIDEND)

Exhibit


391894342_cffnlogo.jpg
NEWS RELEASE

FOR IMMEDIATE RELEASE

January 23, 2018

CAPITOL FEDERAL® FINANCIAL, INC.
ANNOUNCES QUARTERLY DIVIDEND

Topeka, KS - Capitol Federal Financial, Inc. (NASDAQ: CFFN) (the "Company") announced today that its Board of Directors has declared a quarterly cash dividend of $0.085 per share on outstanding CFFN common stock.

The dividend is payable on February 16, 2018 to stockholders of record as of the close of business on February 2, 2018.

The Company will release financial results for the quarter ended December 31, 2017 on January 29, 2018 before the market opens.

Capitol Federal Financial, Inc. is the holding company for Capitol Federal Savings Bank (the "Bank"). The Bank has 47 branch locations in Kansas and Missouri, and is one of the largest residential lenders in the State of Kansas. News and other information about the Company can be found on the Internet at the Bank's website, http://www.capfed.com.

Except for the historical information contained in this press release, the matters discussed may be deemed to be "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements about our beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions. The words "may," "could," "should," "would," "will," "believe," "anticipate," "estimate," "expect," "intend," "plan," and similar expressions are intended to identify forward-looking statements. Forward-looking statements that involve risks and uncertainties, including changes in economic conditions in the Company's market area, changes in policies by regulatory agencies and other governmental initiatives affecting the financial services industry, fluctuations in interest rates, demand for loans in the Company's market area, the future earnings and capital levels of the Bank, which would affect the ability of the Company to pay dividends in accordance with its dividend policies, competition, and other risks detailed from time to time in documents filed or furnished by the Company with the SEC. Actual results may differ materially from those currently expected. These forward-looking statements represent the Company's judgment as of the date of this release. The Company disclaims, however, any intent or obligation to update these forward-looking statements.

 
 
 
For further information contact:
 
 
Investor Relations
 
Kent Townsend
700 S Kansas Ave
 
Executive Vice President,
Topeka, KS 66603
 
Chief Financial Officer and Treasurer
(785) 270-6055
 
700 S Kansas Ave
investorrelations@capfed.com
 
Topeka, KS 66603
 
 
(785) 231-6360
 
 
ktownsend@capfed.com



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