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

cffn-20210126
0001490906FALSE00014909062021-01-262021-01-26

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 26, 2021

CAPITOL FEDERAL FINANCIAL, INC.
(Exact name of Registrant as specified in its Charter)

Maryland001-3481427-2631712
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)


700 South Kansas Avenue,TopekaKansas66603
(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock,
par value $0.01 per share
CFFNThe NASDAQ Stock Market LLC

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 26, 2021 (the “Annual Meeting”). Holders of record of the Company’s common stock at the close of business on December 4, 2020 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, 2021. The final voting results of each item are set forth below.
Number of Votes
ForAgainstAbstainedBroker Non-Votes
Proposal 1.
Election of the following directors for the terms indicated:
Morris J. Huey, II (three years)99,982,862 8,727,511 482,993 14,479,688 
Carlton A. Ricketts (three years)104,242,302 4,461,743 489,318 14,479,690 
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
ForAgainstAbstainedBroker Non-Votes
Proposal 2.
Stockholder approval, on advisory basis, of executive compensation105,703,104 2,673,002 817,250 14,479,698 

Number of Votes
ForAgainstAbstainedBroker Non-Votes
Proposal 3.
Ratification of Deloitte & Touche LLP as independent auditors121,140,787 2,446,503 85,762 — 

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 26, 2021.

On January 26, 2021, 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 19, 2021 to holders of record of the Company’s common stock as of the close of business on February 5, 2021.

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 26, 2021
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 28, 2021By: /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)

annualmeeting2020


 
Board of Directors Reginald L. Robinson Served on Board of Directors 2012 – 2020


 


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


 
Management John B. Dicus, Chairman, President & CEO Anthony S. Barry, Executive Vice President Natalie G. Haag, Executive Vice President & Corporate Secretary Rick C. Jackson, Executive Vice President Robert D. Kobbeman, Executive Vice President Daniel L. Lehman, 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 involve risks and uncertainties, including: potential adverse impacts of the ongoing COVID-19 pandemic and any governmental or societal responses thereto on economic conditions in Capitol Federal Financial, Inc’s local market areas and other market areas where Capitol Federal Savings Bank has lending relationships, on other aspects of Capitol Federal Financial, Inc’s business operations and on financial markets; changes in policies or the application or interpretation of laws and regulations by regulatory agencies and tax authorities; other governmental initiatives affecting the financial services industry; changes in accounting principles, policies or guidelines, 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, 2020 2019 (in thousands) Total Assets $ 9,487,218 $ 9,340,018 Total Loans $ 7,202,851 $ 7,416,747 Total Deposits $ 6,191,408 $ 5,581,867 Total Borrowings $ 1,789,313 $ 2,239,989 Total Stockholders' Equity $ 1,284,859 $ 1,336,326


 
Financial Performance FY 2020 Net Income (in thousands) $64,540 Earnings Per Share (basic & diluted) $0.47 Net Interest Margin 2.12% Return on Average Assets 0.69% Return on Average Equity 4.92%


 
Financial Performance FY 2020 Efficiency Ratio 50.74% Operating Expense Ratio 1.13% Non-performing Assets to Total Assets 0.13% Equity to Total Assets 13.5%


 
Calendar Year 2020 Dividends (in thousands) Regular quarterly dividends* $ 46,716 True-up dividend (December) 17,614 Total cash dividends paid in 2020 $ 64,330 *Paid in February, May, August, and November.


 
Calendar Year 2020 Share Repurchases ($ in thousands, except per share amounts) Number of shares repurchased 2,722,500 Average price per share $ 9.31 Total amount repurchased $ 25,335


 
Cumulative Cash Returned to Stockholders $0.0 $250.0 $500.0 $750.0 $1,000.0 $1,250.0 $1,500.0 $1,750.0 2019 2020 Stockholder Dividends $1,505.7 $412.5 † $725.2 † $1,595.3 $789.5 $393.3 $8.52 Per Share $412.5 33,568,044 Shares Avg. Price of $11.67 (in millions) $368.0 Share Repurchases † Dividends from earnings True Blue® Dividends †


 
Payment of Dividends • CFFN declared a regular quarterly dividend of $0.085 per share on January 26, 2021. • For fiscal year 2021, 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.


 
Long-Term Strategy • Single-Family Portfolio Lender • Deposit Services • Commercial Banking • Excellent Asset Quality • Strong Cost Controls • Strong Capital Position • Stockholder Value • Interest Rate Risk Management


 
Questions & Answers


 
New Director Carlton A. Ricketts


 
Thank you for attending


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

Document

406771846_cffnlogo1.jpg
NEWS RELEASE

FOR IMMEDIATE RELEASE

January 26, 2021

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 19, 2021 to stockholders of record as of the close of business on February 5, 2021.

The Company will release financial results for the quarter ended December 31, 2020 on January 28, 2021 before the market opens.

Capitol Federal Financial, Inc. is the holding company for Capitol Federal Savings Bank (the "Bank"). The Bank has 54 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 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 involve risks and uncertainties, including changes in economic conditions in the Company's market area, changes in policies or the application or interpretation of laws and regulations by regulatory agencies and tax authorities, other governmental initiatives affecting the financial services industry, changes in accounting principles, policies or guidelines, 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:
Kent Townsend
Investor Relations
Executive Vice President,
(785) 270-6055
Chief Financial Officer and Treasurer
investorrelations@capfed.com
(785) 231-6360
ktownsend@capfed.com


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