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TCB > SEC Filings for TCB > Form 8-K on 30-Apr-2013All Recent SEC Filings

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Form 8-K for TCF FINANCIAL CORP


30-Apr-2013

Change in Directors or Principal Officers, Submission of Matters to a Vote of


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On April 24, 2013, at the 2013 Annual Meeting of Stockholders (the "2013 Annual Meeting") of TCF Financial Corporation ("TCF"), stockholders approved the compensation plans summarized below, which were previously approved, subject to stockholder approval, by TCF's Board of Directors in January 2013. More detailed summaries of each of the plans and the amendments made can be found in TCF's Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission and mailed to stockholders on March 7, 2013.

Amended and Restated TCF Financial Incentive Stock Program (the "Program")

The Program authorizes grants of stock options, stock appreciation rights, restricted stock, performance-based stock and performance units. The term of each award granted may not be longer than ten years from the date of grant. The aggregate number of shares of TCF's common stock authorized for issuance under the Program is 15,986,032. The amendments to the Program were to eliminate TCF's ability to grant non-qualified stock options with an exercise price below fair market value and to extend the term of the Program for an additional ten years, through April 24, 2023.

This summary of the Program is not complete and is qualified in its entirety by reference to the full text of the Program, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Amended and Restated TCF Performance-Based Compensation Policy for Covered Executive Officers (the "Policy")

The Policy authorizes grants of performance-based awards subject to performance goals chosen from a list of business criteria. The amendments to the Policy were to: (i) amend the definition of Covered Executives to consist of the Chief Executive Officer and the three other highest compensated executive officers, other than the Chief Financial Officer; (ii) revise and add additional business criteria for performance-based goals; and (iii) change the maximum award limits to 2.0 percent and 1.0 percent of pre-tax net income (excluding extraordinary items) as determined under generally accepted accounting principles for the Chief Executive Officer and any other Covered Executive, respectively.

This summary of the Policy is not complete and is qualified in its entirety by reference to the full text of the Policy, a copy of which is attached as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference herein.



Item 5.07 Submission of Matters to a Vote of Security Holders

The following is a brief description of each matter voted on at the 2013 Annual Meeting and the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes, as to each matter.

                                                        Broker
                                For       Withheld    Non-Votes
1. Election of Directors:
Raymond L. Barton           130,971,610   3,500,131   12,095,069
Peter Bell                  133,674,738     797,003   12,095,069
William F. Bieber           130,269,450   4,202,291   12,095,069
Theodore J. Bigos           130,895,065   3,576,676   12,095,069
William A. Cooper           131,719,127   2,752,614   12,095,069
Thomas A. Cusick            132,946,293   1,525,448   12,095,069
Craig R. Dahl               133,229,634   1,242,107   12,095,069
Karen L. Grandstrand        133,535,482     936,259   12,095,069
Thomas F. Jasper            133,170,157   1,301,584   12,095,069
George G. Johnson           132,946,208   1,525,533   12,095,069
Vance K. Opperman           130,951,208   3,520,533   12,095,069
James M. Ramstad            133,744,058     727,683   12,095,069
Gerald A. Schwalbach        130,307,255   4,164,486   12,095,069
Barry N. Winslow            133,237,958   1,233,783   12,095,069
Richard A. Zona             133,120,615   1,351,126   12,095,069




                                                                       Broker
                                 For        Against    Abstentions   Non-Votes
2. Approve the amended and
restated TCF Financial
Incentive Stock Program      130,056,605   4,234,286     180,850     12,095,069

                                                                           Broker
                                    For        Against     Abstentions   Non-Votes
3. Approve the amended and
Restated TCF Performance-
Based Compensation Policy
for Covered Executive
Officers                        120,283,820   14,023,858     164,063     12,095,069

                                                                           Broker
                                    For        Against     Abstentions   Non-Votes
4. Advisory vote on executive
compensation as disclosed in
the proxy statement             82,533,901    51,679,391     258,449     12,095,069

                                    For        Against     Abstentions
5. Advisory vote on the
appointment of KPMG LLP
as independent registered
public accountants for the
fiscal year ending December
31, 2013                        144,746,270   1,584,897      235,643



Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

    Exhibit No.   Description

    10.1          TCF Financial Incentive Stock Program, as amended and restated
                  April 24, 2013.

    10.2          TCF Performance-Based Compensation Policy for Covered Executive
                  Officers, as approved effective January 1, 2013.

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