Toronto Dominion Bank 6-K, filed Jul 17, 2020

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

This Form 6-K is incorporated by reference into all outstandingRegistration Statements of The Toronto-Dominion Bank filed with the U.S. Securities and Exchange Commission.

EXHIBIT INDEX

FORM 6-K

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.

Exhibit 99.1

TD AnnouncesResults of Conversion Privilege of Non-Cumulative 5-Year Rate Reset Preferred Shares, Series 7 (NVCC)

TORONTO – July 16, 2020 - The Toronto-Dominion Bank (“TD Bank Group” or “TD”) announced today that none of its 14 million Non-Cumulative 5-Year Rate Reset Preferred Shares, Series 7 (Non-Viability Contingent Capital (NVCC)) (the “Series 7 Shares”) will be converted on July 31, 2020 into Non-Cumulative Floating Rate Preferred Shares, Series 8 (NVCC) (the “Series 8 Shares”) of TD.

During the conversion period, which ran from July 2, 2020 to July 16, 2020, 119,697 Series 7 Shares were tendered for conversion into Series 8 Shares, which is less than the minimum 1,000,000 shares required to give effect to the conversion, as described in the prospectus supplement for the Series 7 Shares dated March 3, 2015. As a result, no Series 8 Shares will be issued on July 31, 2020 and holders of Series 7 Shares will retain their Series 7 Shares.

The Series 7 Shares are currently listed on the Toronto Stock Exchange under the symbol TD.PF.D. As previously announced on July 2, 2020, the dividend rate for the Series 7 Shares for the 5 year period from and including July 31, 2020 to but excluding July 31, 2025 will be 3.201%.

About TD Bank Group

The Toronto-Dominion Bank and its subsidiaries are collectively known as TD Bank Group ("TD" or the "Bank"). TD is the sixth largest bank in North America by branches and serves over 26 million customers in three key businesses operating in a number of locations in financial centres around the globe: Canadian Retail, including TD Canada Trust, TD Auto Finance Canada, TD Wealth (Canada), TD Direct Investing, and TD Insurance; U.S. Retail, including TD Bank, America's Most Convenient Bank®, TD Auto Finance U.S., TD Wealth (U.S.), and an investment in TD Ameritrade; and Wholesale Banking, including TD Securities. TD also ranks among the world's leading online financial services firms, with more than 14 million active online and mobile customers. TD had CDN$1.7 trillion in assets on April 30, 2020. The Toronto-Dominion Bank trades under the symbol "TD" on the Toronto and New York Stock Exchanges.

For further information: Gillian Manning, Investor Relations, 416-308-9030; Sarah McNeil, Media Relations, Corporate & Public Affairs, 416-886-2700