Capitol Federal Financial, Inc 8-K, filed Jan 29, 2025
Capitol Federal Financial, Inc. (CFFN)
8-K
2025-01-29
For: 2025-01-28
View Original
Added on
April 08, 2026
About this 8-K
Capitol Federal Financial, Inc filed this 8-K on January 29, 2025, reporting on events of January 28, 2025.
Items reported
- Item 5.07: Shareholder vote results
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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)
| (Exact name of Registrant as specified in its Charter) | ||||||||||||||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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 28, 2025 (the “Annual Meeting”). Holders of record of the Company’s common stock at the close of business on December 6, 2024 were entitled to vote on four items at the Annual Meeting. Stockholders elected John B. Dicus, James G. Morris, and Jeffrey R. Thompson 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 ratified the appointment of KPMG LLP as the Company’s independent auditors for the fiscal year ending September 30, 2025. Stockholders did not approve an amendment of the Company's charter to declassify the Board of Directors. The final voting results of each item are set forth below.
| Number of Votes | |||||||||||||||||||||||
| For | Withheld | Abstained | Broker Non-Votes | ||||||||||||||||||||
| Proposal 1. | |||||||||||||||||||||||
| Election of the following directors for the terms indicated: | |||||||||||||||||||||||
| John B. Dicus (three years) | 91,688,813 | 4,485,248 | 153,919 | 15,396,798 | |||||||||||||||||||
| James G. Morris (three years) | 86,350,675 | 9,838,762 | 138,544 | 15,396,798 | |||||||||||||||||||
| Jeffrey R. Thompson (three years) | 80,176,985 | 16,006,718 | 144,277 | 15,396,798 | |||||||||||||||||||
| The following directors had their term of office continue after the meeting: | |||||||||||||||||||||||
| Michel' Philipp Cole | |||||||||||||||||||||||
| Michael T. McCoy, M.D. | |||||||||||||||||||||||
| Jeffrey M. Johnson | |||||||||||||||||||||||
| Morris J. Huey, II | |||||||||||||||||||||||
| Carlton A. Ricketts | |||||||||||||||||||||||
| Number of Votes | |||||||||||||||||||||||
| For | Against | Abstained | Broker Non-Votes | ||||||||||||||||||||
| Proposal 2. | |||||||||||||||||||||||
| Stockholder approval, on advisory basis, of executive compensation | 90,911,598 | 5,092,073 | 324,309 | 15,396,798 | |||||||||||||||||||
| Number of Votes | |||||||||||||||||||||||
| For | Against | Abstained | Broker Non-Votes | ||||||||||||||||||||
| Proposal 3. | |||||||||||||||||||||||
| Ratification of KPMG LLP as independent auditors | 111,038,191 | 568,073 | 118,514 | — | |||||||||||||||||||
| Number of Votes | |||||||||||||||||||||||
| For | Against | ||||||||||||||||||||||
| Proposal 4. | |||||||||||||||||||||||
| Amendment to Charter for Board of Directors declassification | 87,062,453 | 24,662,325 | |||||||||||||||||||||
| Approval of an Amendment requires the affirmative vote of the holders of at least eighty percent (80%) of the voting power of the outstanding shares of the Company’s common stock (after giving effect to the 10% voting limitation in Article 5.D. of the Company’s charter) as of the voting record date for the annual meeting which represents 101,476,289 shares for fiscal year 2024. Abstentions and Non Broker votes are treated as votes against. The Amendment to the Company's charter failed to pass. | |||||||||||||||||||||||
ITEM 7.01 REGULATION FD DISCLOSURE
Attached hereto as Exhibit 99 and incorporated herein by reference are the slides from the Company's presentation at the Annual Meeting on January 28, 2025.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit 99 – Annual Meeting slide presentation
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 29, 2025 | By: /s/ Kent G. Townsend | |||||||
| Kent G. Townsend, Executive Vice-President, | ||||||||
Chief Financial Officer, and Treasurer | ||||||||
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 2
Management John B. Dicus, Chairman, President & CEO Anthony S. Barry, Chief Corporate Services Officer Natalie G. Haag, General Counsel & Corporate Secretary Rick C. Jackson, Chief Lending Officer William J. Skrobacz, Jr., Chief Retail Operations Officer Kent G. Townsend, Chief Financial Officer 3
Safe Harbor Disclosure Except for the historical information contained in this presentation, 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: 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 and the effects of inflation or a potential recession, whether caused by Federal Reserve action or otherwise; the impact of bank failures or adverse developments at other banks and related negative press about the banking industry in general on investor or depositor sentiment; demand for loans in Capitol Federal Financial, Inc.’s market areas; the future earnings and capital levels of Capitol Federal Savings Bank and the impact of the pre-1988 bad debt recapture, which could 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 Securities and Exchange Commission (“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. 4
Selected Balance Sheet Data September 30, 2024 2023 (in thousands) Total Assets $ 9,527,608 $ 10,177,461 Total Loans $ 7,907,338 $ 7,970,949 Total Securities $ 856,266 $ 1,384,482 Total Deposits $ 6,129,982 $ 6,051,220 Total Borrowings $ 2,179,564 $ 2,879,125 Total Stockholders' Equity $ 1,032,270 $ 1,044,054 5
Strategic Securities Transaction • In October 2023, the Company completed a strategic securities transaction by selling $1.30 billion of securities representing 94% of the portfolio. • The Company recognized an impairment loss of $145.5 million, after tax, in fiscal year 2023. An additional $10.0 million after tax loss was recorded in 2024 as the securities were sold in October 2023. 6
Financial Performance FY 2024 Without Strategic Securities Actual Transaction (GAAP) (Non-GAAP) Net Income (in thousands) $ 38,010 $ 48,099 Earnings Per Share (basic & diluted) $ 0.29 $ 0.37 Return on Average Assets 0.40% 0.50% Return on Average Equity 3.69% 4.66% Efficiency Ratio 66.91% 61.97% 7
Financial Performance FY 2024 Net Interest Margin 1.77% Operating Expense Ratio 1.17% Non-performing Assets to Total Assets 0.11% Equity to Total Assets 10.83% 8
Number of shares repurchased 1,246,110 Average price per share $ 6.00 Total amount repurchased $ 7,475,387 *Paid in February, May, August, and November. Calendar Year 2024 Dividends and Share Repurchases Total regular quarterly dividends* $ 44,274,413 9
(in m ill io ns ) $1,916.9 $1,968.7 $428.5 $436.0 $1,488.4 $1,532.7 2023 2024 $0.0 $400.0 $800.0 $1,200.0 $1,600.0 $2,000.0 $2,400.0 Cumulative Cash Returned to Stockholders Stockholder Dividends $10.98/sh per share Share Repurchases 39,992,307 shares Avg. Price of $10.90 10
Payment of Dividends • CFFN declared a regular quarterly dividend of $0.085 per share on January 28, 2025. • For fiscal year 2025, it is the intent of our Board and management to pay out the regular quarterly cash dividend of $0.085 per share, totaling $0.34 per share for the year. • Because of the $50.1 million of cash at the Company level at September 30, 2024, management and the Board believe that cash is at a sufficient level to pay our four quarterly cash dividends in fiscal year 2025 of $0.085 per share without requiring a distribution from the Bank to the Company and thus triggering an additional tax obligation. 11
Long-Term Strategy • Commercial Banking • Deposit Services • Single-Family Portfolio Lender • Excellent Asset Quality • Strong Cost Controls • Strong Capital Position • Stockholder Value • Interest Rate Risk Management 12
Questions & Answers
Chairman Emeritus, Jack C. Dicus May 16, 1933 - June 19, 2024
Thank you for attending
Financial Performance FY 2024 Non-GAAP Reconciliation For the Year Ended September 30, 2024 Without Strategic Strategic Securities Actual Securities Transaction (GAAP) Transaction (Non-GAAP) Net Income (in thousands) $ 38,010 $ (10,089) $ 48,099 Earnings Per Share (basic & diluted) $ 0.29 $ (0.08) $ 0.37 Return on Average Assets 0.40% (0.10%) 0.50% Return on Average Equity 3.69% (0.97%) 4.66% Efficiency Ratio 66.91% 4.94% 61.97%