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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, 2008

 


 

 

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 or organization)

 

 

 

 

 

200 Lake Street East, Mail Code EX0-03-A, Wayzata, Minnesota 55391-1693

(Address of principal executive offices)

 

(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.

 

The Board of Directors (the “Board”) of TCF Financial Corporation (the “Company”) appointed Barry N. Winslow as a director of the Company, effective July 21, 2008, filling a vacancy created by the expansion of the size of the Board from twelve (12) to thirteen (13) members.  Mr. Winslow was also appointed to serve on the Shareholder Relations/De Novo Expansion Committee of the Board of Directors and will stand for re-election at the 2009 Annual Meeting of Stockholders.

 

Mr. Winslow is a retired executive officer of the Company.

 

As a non-employee Director of the Company, Mr. Winslow is eligible to participate in the TCF Financial Director’s Stock Program (the “Program”).  Under the Program, shares of the Company’s common stock are earned in an amount equal to the participant’s annual retainer fee for each fiscal year in which the Company’s financial performance exceeds a stated goal as determined by the Board from time to time.  A description of the Company’s non-employee director compensation can be found under the caption “Compensation of Directors” in the Company’s proxy statement for its 2008 Annual Meeting of Stockholders, which was filed with the Securities and Exchange Commission on March 5, 2008.

 

A copy of the press release issued by the Company on July 22, 2008, announcing Mr. Winslow’s election 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.

 

(c)         Exhibits.

 

Exhibit No.

 

Description

    99.1

 

Press Release dated July 22, 2008

 

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, thereunto duly authorized.

 

 

TCF FINANCIAL CORPORATION

 

 

 

 

 

/s/ Lynn A. Nagorske

 

Lynn A. Nagorske,

Chief Executive Officer and Director

 

 

 

 

/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:  July 22, 2008

 

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Section 2: EX-99.1 (EX-99.1)

Exhibit 99.1

 

NEWS RELEASE

CONTACT:

Jason Korstange
(952) 745-2755
www.tcfbank.com

 

 

 

 

 

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

 

TCF’s Board of Directors Elect

Barry N. Winslow to Board Membership

 

WAYZATA, MN, July 22, 2008 – The Board of Directors of TCF Financial Corporation (TCF) (NYSE: TCB) today announced the election of Barry N. Winslow to the TCF Board of Directors, effective July 21, 2008.

Mr. Winslow retired as TCF’s Chief Operating Officer in December 2006 after serving nearly 20 years with the company.  Mr. Winslow joined TCF in 1987 and was made President of TCF Bank Illinois in 1993.  He subsequently served as President of TCF Bank Michigan and TCF Bank Minnesota.  In 2001, he was made President and Chief Executive Officer of TCF National Bank, a position he held until his election to Chief Operating Officer of TCF in January of 2006.

TCF is a Wayzata, Minnesota-based national financial holding company with $16.4 billion in total assets.  The company has 453 banking offices in Minnesota, Illinois, Michigan, Colorado, Wisconsin, Indiana and Arizona, providing retail and commercial banking services, and investments and insurance products.  TCF also conducts leasing and equipment finance business in all 50 states.

 

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