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Section 1: 8-K (CURRENT REPORT, ITEMS 5.02 AND 9.01)

cffn-20200728
0001490906FALSE00014909062020-07-282020-07-28

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 28, 2020

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 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
On July 28, 2020, the Board of Directors (the "Board") of Capitol Federal Financial, Inc. (the "Company") , upon the recommendation of the Board's Nominating Committee, increased the size of the Board from eight members to nine members and appointed Carlton A. Ricketts to the Board, effective August 1, 2020. Mr. Ricketts was appointed to serve in the class of directors that will stand for re-election at the Company's next annual meeting of stockholders, to be held in early 2021. There are no arrangements or understandings between Mr. Ricketts and any other persons, pursuant to which Mr. Ricketts was selected as a director. Mr. Ricketts retired as Executive Vice President and Chief Corporate Services Officer of Capitol Federal Savings Bank, a wholly owned subsidiary of the Company, in February 2019. Mr. Ricketts has not been, and is not currently expected to be, appointed to any committees of the Board. Mr. Ricketts will participate in the Company’s non-employee director compensation program. A description of that program is set forth under the heading "Director Compensation" in the Company’s proxy statement for its 2020 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on December 18, 2019, which description is incorporated herein by reference.

A copy of the press release issued by the Company announcing the appointment of Mr. Ricketts to the Board is attached to this Current Report on Form 8-K as Exhibit 99 and is incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits

Exhibit 99 – Press release announcing appointment of Carlton A. Ricketts to the Company's Board, dated July 31, 2020
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: July 31, 2020By: /s/ John B. Dicus
John B. Dicus, Chairman, President and
Chief Executive Officer


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Section 2: EX-99 (PRESS RELEASE ANNOUNCING DIRECTOR APPOINTMENT)

Document

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NEWS RELEASE

FOR IMMEDIATE RELEASE

July 31, 2020

CAPITOL FEDERAL FINANCIAL, INC.®
APPOINTS CARLTON A. RICKETTS TO BOARD OF DIRECTORS;
INCREASES THE SIZE OF BOARD TO NINE MEMBERS

Topeka, KS - On July 28, 2020, the Board of Directors (the "Board") of Capitol Federal Financial, Inc.® (NASDAQ: CFFN) (the "Company"), the parent company of Capitol Federal Savings Bank (the "Bank"), upon recommendation of the Board’s Nominating Committee, increased the size of the Board from eight members to nine members and appointed Carlton A. Ricketts to the Board, effective August 1, 2020. Mr. Ricketts was appointed to serve in the class of directors that will stand for election at the Company’s next annual meeting of stockholders, to be held in early 2021. Mr. Ricketts also was appointed as a director of the Bank.

Mr. Ricketts began his career at Capitol Federal in 2007 as Chief Strategic Officer and retired as Executive Vice President and Chief Corporate Services Officer in early 2019. In his role as Chief Corporate Services Officer, he directed the Bank’s operations in the areas of Compliance and Risk Management, Information Technology, Human Resources, Facilities, Marketing, Appraisals and the Insurance Agency, in addition to overseeing and participating in examinations with regulators. Prior to joining Capitol Federal, Mr. Ricketts spent 25 years in the electric and gas utility industry as Vice President of Business Services with Missouri Gas Energy and various capacities for Westar Energy, including as the Vice President responsible for managing the company’s operations in the areas of Investor Relations, Corporate Development, and Labor Relations.

Mr. Ricketts holds a Masters of Business Administration and a Bachelor of Science with a major in accounting from Emporia State University. He is committed to community service and is a member of the Kansas University Business School Advisors and Emporia State University Business School Advisors, as well as having served on the Boards of Directors for Midland Care, Family Service and Guidance Center, Emporia State University Foundation, Boys and Girls Club Topeka, Boys and Girls Club Lawrence and Downtown Topeka Rotary Club.

Chief Executive Officer and Chairman John B. Dicus remarked, "Carl Ricketts truly lives Capitol Federal’s belief in Commitment to Community. His extensive background in banking, demonstrated leadership and first-hand knowledge of Capitol Federal will enhance the Board’s oversight of the Company’s operations. He will make a valuable and True Blue® addition to our already stellar board."

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Capitol Federal Financial, Inc. is the holding company for 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 herein 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 the economic conditions in the Company's local market areas and other market areas where the Bank has lending relationships, on other aspects of the Company'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 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 Securities and Exchange Commission. 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 TownsendInvestor Relations
Executive Vice President,(785) 270-6055
Chief Financial Officer and Treasurerinvestorrelations@capfed.com
(785) 231-6360
ktownsend@capfed.com

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