annualmeetingdividend8k.htm
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
25, 2010
______________________________________________________________________________________________________________________
CAPITOL
FEDERAL FINANCIAL
______________________________________________________________________________________________________________________
(Exact
name of Registrant as specified in its Charter)
United
States
000-25391
48-1212142
______________________________________________________________________________________________________________________
(State or
other jurisdiction of
incorporation)
(Commission File
Number)
(IRS Employer Identification Number)
700
Kansas Avenue Topeka, Kansas 66603
____________________________________________________________________________________________________________________
(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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item
1.01. Entry Into a
Material Definitive Agreement
On
January 26, 2010, the Board of Directors of Capitol Federal Financial (the
"Company") announced the promotion of Rick C. Jackson to Executive
Vice President, Chief Lending Officer, effective January 29, 2010. In connection
with this promotion, Mr. Jackson will receive an annual salary of $175,000
(increased from $135,000). He will also receive a restricted stock grant of
5,000 shares and a stock option grant to acquire 40,000 shares of the Company's
common stock with an exercise price equal to the market value of the common
stock on the date of grant. Both of these grants will vest 20% per year over
five years and the stock option grant will have a term of ten years. Beginning
in fiscal 2010, Mr. Jackson will also be eligible for a bonus under the
Company's Short-Term Incentive Plan of up to 40% of his base salary (increased
from 30%). Ninety percent of his award under this Plan will be based on the
attainment of corporate performance goals, with the remainder based on his
achievement of individual performance objectives. In addition, Mr. Jackson will
be entitled to receive other perquisites on a basis comparable to those provided
to other executive vice presidents of the Company.
Item
5.02. Departure of
Directors or Principal Officers; Election of Directors;
Appointment of Principal
Officers
(b)
Resignation of Officer
On
January 26, 2010, the Company announced that Morris J. "Jack" Huey,
II will retire on January 29, 2010.
(c)
Appointment of Officer
As
indicated in Item 1.01 above, the Company also announced the promotion of Rick
C. Jackson, 44, to the position of Executive Vice President, Chief Lending
Officer, effective January 29, 2010. Mr.
Jackson has been with the Bank since 1993 and has held the position of Community
Development Director since 1998. Mr. Jackson has been working with
Mr. Huey since March 2009 in transitioning the leadership of the lending
operations of the Company. Mr. Jackson also serves on the Board of
Trustees of the Capitol Federal Foundation. Except as
set forth in Item 1.01, there are no arrangements or understandings between Mr.
Jackson and any other person(s) pursuant to which he was selected as an officer.
In addition, there are no family relationships between Mr. Jackson and any other
director or executive officer of the Company.
The
Company issued a press release on January 26, 2010 regarding the
retirement of Mr. Huey and the promotion of Mr. Jackson. A copy of the
press release is attached hereto as Exhibit 99.3.
ITEM 7.01
REGULATION FD DISCLOSURE
The
Registrant's press release dated January 25, 2010 announcing the annual meeting
presentation will be available on the company website at 10:00 a.m. central time
on January 26, 2010 is attached hereto as Exhibit 99.1(a), and is incorporated
herein by reference. Additional information supplied includes the Capitol
Federal Financial (the "Company") Annual Shareholders Meeting Slide
Presentation as Exhibit 99.1(b).
The
Registrant's press release dated January 26, 2010, announcing a cash
dividend of $0.50 per share on outstanding CFFN common stock payable on February
19, 2010 to stockholders of record as of the close of business on February 5,
2010, is attached hereto as Exhibit 99.2, and is incorporated herein by
reference.
The
Registrant's press release dated January 26, 2010, announcing the
retirement of Morris J. "Jack" Huey, II and the promotion of Rick C. Jackson to
the position of Executive Vice President, Chief Lending Officer, effective
January 29, 2010 is attached hereto as exhibit 99.3, and is incorporated
herein by reference.
The
Registrant's press release dated January 26, 2010, announcing Board
approval of a new stock repurchase program is attached hereto as Exhibit 99.4,
and is incorporated herein by reference.
ITEM 9.01
FINANCIAL STATEMENTS AND EXHIBITS.
(c)
Exhibits
Exhibit
99.1(a) - Annual Meeting Press Release dated January 25, 2010
Exhibit
99.1(b) - CFFN Annual Stockholders Meeting Slide Presentation
Exhibit
99.2 - Dividend Press Release dated January 26, 2010
Exhibit 99.3 - Huey Retirement Announcement
Press Release dated January 26, 2010
Exhibit 99.4 - Stock Repurchase
Plan Announcement Press Release dated January 26, 2010
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
Date: January
28, 2010 By: /s/ Kent
G. Townsend
__________________________________
Kent G. Townsend, Executive Vice-President
and Chief Financial Officer