TCF FINANCIAL CORPORATION (NYSE:TCB) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year
filed an amended and restated Certificate of Incorporation with
the Secretary of State of the State of Delaware. The Amended and
Restated Certificate of Incorporation was approved by
stockholders at TCFs 2017 Annual Meeting of Stockholders on April
26, 2017, and permits the removal of Directors by stockholders
without cause.
of Incorporation can be found in the 2017 Proxy Statement. A copy
of the new Amended and Restated Certificate of Incorporation is
attached hereto as Exhibits 3.1, and is incorporated by reference
herein.
2017 Annual Meeting of Stockholders and the number of votes cast
for, withheld, or against, as well as the number of abstentions
and broker non-votes for each proposal.
|
For
|
Withheld
|
Broker Non-Votes
|
|||||
|
1.
|
Election of Directors
|
||||||
|
Peter Bell
|
138,074,925
|
6,123,676
|
10,410,418
|
||||
|
William F. Bieber
|
137,548,691
|
6,649,910
|
10,410,418
|
||||
|
Theodore J. Bigos
|
138,271,874
|
5,926,727
|
10,410,418
|
||||
|
Craig R. Dahl
|
143,000,879
|
1,197,722
|
10,410,418
|
||||
|
Karen L. Grandstrand
|
138,346,990
|
5,851,611
|
10,410,418
|
||||
|
Thomas F. Jasper
|
142,506,776
|
1,691,825
|
10,410,418
|
||||
|
George G. Johnson
|
140,202,421
|
3,996,180
|
10,410,418
|
||||
|
Richard H. King
|
143,219,726
|
978,875
|
10,410,418
|
||||
|
Vance K. Opperman
|
135,406,270
|
8,792,331
|
10,410,418
|
||||
|
James M. Ramstad
|
143,177,531
|
1,021,070
|
10,410,418
|
||||
|
Roger J. Sit
|
138,373,107
|
5,825,494
|
10,410,418
|
||||
|
Julie H. Sullivan
|
143,209,159
|
989,442
|
10,410,418
|
||||
|
Barry N. Winslow
|
142,951,680
|
1,246,921
|
10,410,418
|
||||
|
Richard A. Zona
|
143,182,720
|
1,015,881
|
10,410,418
|
|
For
|
Against
|
Abstentions
|
Broker
Non-Votes
|
||||||||
|
2.
|
Approval of the Amended and Restated Certificate of
Incorporation to Permit Removal of Directors Without Cause |
152,982,411
|
1,033,710
|
592,898
|
|||||||
|
3.
|
Advisory (non-binding) Vote to Approve Executive
Compensation as disclosed in the 2017 Proxy Statement |
122,278,498
|
21,677,900
|
242,203
|
10,410,418
|
|
1 Year
|
2 Years
|
3 Years
|
Abstentions
|
Broker Non-Votes
|
|||||||
|
4.
|
Advisory (non-binding) Vote on the Frequency of the
Stockholder Advisory Vote on Executive Compensation |
120,399,590
|
181,441
|
23,371,038
|
246,532
|
10,410,418
|
|||||
|
For
|
Against
|
Abstentions
|
Broker Non-Votes
|
||||||||
|
5.
|
Advisory (non-binding) Vote to Ratify the Appointment
of KPMG LLP as Independent Registered Public Accountants for the Fiscal Year Ending December 31, 2017 |
150,143,399
|
4,251,611
|
214,009
|
say-on-pay frequency, on April 26, 2017, the Board adopted a
resolution providing that an advisory vote on executive
compensation would be held annually.
Financial Corporation
About TCF FINANCIAL CORPORATION (NYSE:TCB)
TCF Financial Corporation (TCF) is a bank holding company. The Company’s principal subsidiary is TCF National Bank (TCF Bank). The Company operates in three segments: Lending, Funding and Support Services. Its Lending segment includes consumer real estate, commercial real estate and business lending, leasing and equipment finance, inventory finance and auto finance. Its Funding segment includes branch banking and treasury services, which includes the Company’s investment and borrowing portfolios and management of capital, debt and market risks, including interest rate and liquidity risks. Its Support Services segment includes Holding Company and corporate functions that provide data processing, bank operations and other professional services to the operating segments. TCF Bank operates bank branches in Illinois, Minnesota, Michigan, Colorado, Wisconsin, Arizona, South Dakota and Indiana. TCF delivers retail banking products in over 40 states. TCF FINANCIAL CORPORATION (NYSE:TCB) Recent Trading Information
TCF FINANCIAL CORPORATION (NYSE:TCB) closed its last trading session down -0.18 at 16.57 with 1,292,340 shares trading hands.
