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Section 1: 8-K (8-K 2020 ANNUAL SHAREHOLDER MEETING RESULTS)

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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):
May 6, 2020
403950510_tcfcorporatelogo2020.jpg

 TCF FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Michigan
000-08185
38-2022454
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
333 W. Fort Street, Suite 1800, Detroit, Michigan 48226
(Address of principal executive offices, including Zip Code)
 
(800) 867-9757
(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:
 
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 class)
(Trading Symbol(s))
(Name of exchange on which registered)
Common Stock (par value $1 per share)
TCF
The NASDAQ Stock Market
Depositary shares, each representing a 1/1000th interest in a share of the 5.70% Series C Non-Cumulative
Perpetual Preferred Stock
TCFCP
The NASDAQ Stock Market
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

On Wednesday, May 6, 2020, TCF Financial Corporation (the "Company") held its 2020 Annual Meeting of Shareholders ("2020 Annual Meeting"). Shareholders considered three proposals at the meeting, each of which is described in more detail in the Company's Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on March 25, 2020. The final voting results are reported below:
 
 
For
 
Withheld
 
Broker Non-Votes
1.
Election of Directors
 
 
 
 
 
 
Peter Bell
122,618,417

 
662,605

 
14,093,421

 
Craig R. Dahl
122,580,274

 
700,748

 
14,093,421

 
Karen L. Grandstrand
122,160,462

 
1,120,560

 
14,093,421

 
Richard H. King
122,635,268

 
645,754

 
14,093,421

 
Ronald A. Klein
121,953,129

 
1,327,893

 
14,093,421

 
Barbara J. Mahone
121,927,187

 
1,353,835

 
14,093,421

 
Barbara L. McQuade
122,729,179

 
551,843

 
14,093,421

 
Vance K. Opperman
122,112,045

 
1,168,977

 
14,093,421

 
David T. Provost
120,459,848

 
2,821,174

 
14,093,421

 
Roger J. Sit
122,139,772

 
1,141,250

 
14,093,421

 
Julie H. Sullivan
121,395,201

 
1,885,821

 
14,093,421

 
Jeffrey L. Tate
122,134,460

 
1,146,562

 
14,093,421

 
Gary Torgow
121,982,825

 
1,298,197

 
14,093,421

 
Arthur A. Weiss
121,704,981

 
1,576,041

 
14,093,421

 
Franklin C. Wheatlake
120,917,299

 
2,363,723

 
14,093,421

 
Theresa M. H. Wise
122,656,971

 
624,051

 
14,093,421


 
 
For
 
Against
 
Abstentions
 
Broker
Non-Votes
2.
Advisory (Non-binding) Vote to Approve Executive Compensation
119,431,931

 
3,324,126

 
524,965

 
14,093,421

 
 
 
 
 
 
 
 
 
3.
Advisory (Non-binding) Vote to Ratify the Appointment of KPMG LLP as Independent Registered Public Accountants for the Fiscal Year Ending December 31, 2020
134,448,476

 
2,649,639

 
276,328

 


Item 7.01    Regulation FD Disclosure
During TCF’s 2020 Annual Meeting conducted as a virtual event, the audio webcast experienced technical difficulties which caused the audio on the webcast to cut out during the Q&A portion of the meeting. As a result, attached to this Form 8-K as Exhibit 99.1, are the shareholder questions submitted during the meeting along with the responses from the Company.

Item 9.01 Financial Statements and Exhibits.
 
(d)         Exhibits.

Exhibit
Number
 
Description
99.1
 
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, thereunto duly authorized.
 
 
TCF FINANCIAL CORPORATION
 
 
 
 
 
/s/ Craig R. Dahl
 
Craig R. Dahl, 
President and Chief Executive Officer  
(Principal Executive Officer)
 
 
 
 
 
/s/ Dennis L. Klaeser
 
Dennis L. Klaeser, 
Executive Vice President and Chief Financial Officer 
(Principal Financial Officer)
 
 
 
 
 
/s/ Kathleen S. Wendt
 
Kathleen S. Wendt, 
Executive Vice President and Chief Accounting Officer 
(Principal Accounting Officer)
 
Dated:  May 11, 2020



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Section 2: EX-99.1 (EXHIBIT 99.1 QUESTIONS ASKED DURING TCF'S 2020 ANNUAL MEETING OF SHAREHOLDERS)

Exhibit


Exhibit 99.1

Questions Asked During TCF’s 2020 Annual Meeting of Shareholders
Question 1:
Mr. Chairman, the Carpenter Union pension funds with combined assets of $70 billion have a collective ownership position of 377,462 shares of Company common stock. As long-term shareholders, we appreciate the efforts of the company to address the difficulties faced by employees, customers, and other important stakeholders during the Covid-19 pandemic. Our funds are strong advocates of a majority vote standard for director elections. Has the Board considered the adoption of a majority vote standard, and if it has, why has it chosen to retain a plurality vote standard? Thank you Mr. Chairman.
TCF Response:
Thank you for your question and for your long-term commitment to TCF stock and thank you for taking the time to join us at today’s meeting. We will be pleased to take a look at your question and recommendation that our Board move to a majority vote standard for director elections. We will discuss your recommendation with our Board and get back to you in due course.

Question 2:
Mr. Chairman, the recent growth in the size of passive mutual funds' corporate ownership interests in US corporations has been dramatic, raising important public policy and corporate governance issues. Currently, BlackRock owns 9.2% and Vanguard owns 9.5% of the Company's outstanding shares. Does the Board see this growing ownership concentration of passive index fund holders as a positive or negative development as regards long-term corporate planning and performance? Thank you Mr. Chairman.
TCF Response:
The increase in index fund holders, including ETFs, is being seen across the broader investment landscape and is not unique to TCF. We remain supportive of the unique investment objectives of all our shareholders, including both active and index investors. More specifically, we appreciate the longer term investment outlook of our index investors as it aligns with TCF’s strategy of driving long-term shareholder value.

Question 3:
What updated information will provided to customers of TCF (old corp) and TCF (fka Chemical) regarding the merger of like entities.
TCF Response:
Maintaining open communication to all stakeholders, including team members, customers and shareholders, has been a focus for TCF throughout the merger process. We have communication processes in place to ensure our customers are receiving timely information regarding the merger of equals and potential changes or enhancements to their products or services.



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