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CFFN Capitol Federal Financial

Filed: 28 Jan 21, 12:42pm

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)
January 26, 2021

CAPITOL FEDERAL FINANCIAL, INC.
(Exact name of Registrant as specified in its Charter)

Maryland001-3481427-2631712
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)


700 South Kansas Avenue,TopekaKansas66603
(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:
☐ 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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock,
par value $0.01 per share
CFFNThe NASDAQ Stock Market LLC

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 26, 2021 (the “Annual Meeting”). Holders of record of the Company’s common stock at the close of business on December 4, 2020 were entitled to vote on three items at the Annual Meeting. Stockholders elected Morris J. Huey, II and Carlton A. Ricketts 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 also ratified the appointment of Deloitte & Touche LLP as the Company’s independent auditors for the fiscal year ending September 30, 2021. The final voting results of each item are set forth below.
Number of Votes
ForAgainstAbstainedBroker Non-Votes
Proposal 1.
Election of the following directors for the terms indicated:
Morris J. Huey, II (three years)99,982,862 8,727,511 482,993 14,479,688 
Carlton A. Ricketts (three years)104,242,302 4,461,743 489,318 14,479,690 
The following directors had their term of office continue after the meeting:
John B. Dicus
James G. Morris
Jeffrey R. Thompson
Michel' Philipp Cole
Jeffrey M. Johnson
Michael T. McCoy, M.D.

Number of Votes
ForAgainstAbstainedBroker Non-Votes
Proposal 2.
Stockholder approval, on advisory basis, of executive compensation105,703,104 2,673,002 817,250 14,479,698 

Number of Votes
ForAgainstAbstainedBroker Non-Votes
Proposal 3.
Ratification of Deloitte & Touche LLP as independent auditors121,140,787 2,446,503 85,762 — 

ITEM 7.01 REGULATION FD DISCLOSURE
Attached hereto as Exhibit 99.1 and incorporated herein by reference are the slides from the Company's presentation at the Annual Meeting on January 26, 2021.

On January 26, 2021, the Company issued the press release attached hereto as Exhibit 99.2 and incorporated herein by reference announcing a cash dividend of $0.085 per share, payable on February 19, 2021 to holders of record of the Company’s common stock as of the close of business on February 5, 2021.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits

Exhibit 99.1 – Annual Meeting slide presentation
Exhibit 99.2 – Press release announcing dividend dated January 26, 2021
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 28, 2021By: /s/ Kent G. Townsend
Kent G. Townsend, Executive Vice-President,
Chief Financial Officer, and Treasurer