TFS Financial CORP
For the period ended Jan 10, 2024. Filed Jan 10, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jan 10, 2024 · Filed Jan 10, 2024
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SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrantx Filed by a Party other than the Registranto
Check the appropriate box:
| o | Preliminary Proxy Statement |
|---|---|
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting Material Pursuant to Rule 14a-12 |
TFS FINANCIAL CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| x | No fee required. |
|---|---|
| o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| (1) | Title of each class of securities to which transaction applies: |
| (2) | Aggregate number of securities to which transaction applies: |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| (4) | Proposed maximum aggregate value of transaction: |
| (5) | Total fee paid: |
| o | Fee paid previously with preliminary materials: |
|---|---|
| o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| (1) | Amount Previously Paid: |
| (2) | Form, Schedule or Registration Statement No.: |
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| (4) | Date Filed: |
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To our Stockholders:
The 2024 annual meeting of stockholders of TFS Financial Corporation (the “Company”) will be held at the offices of Third Federal Savings and Loan, 7007 Broadway Avenue, Cleveland, Ohio 44105, on Thursday, February 22, 2024, at 9:00 a.m., Eastern Time. The meeting is being held for the following purposes:
To elect three directors, each to hold office for a three-year term and until his or her successor has been duly elected and qualified;
To conduct an advisory vote on the compensation of our named executive officers;
To ratify the selection of Deloitte & Touche LLP as the Company’s independent accountant for the Company’s fiscal year ending September 30, 2024; and
To transact all other business that properly comes before the meeting.
Only stockholders of record at the close of business on December 27, 2023, will be entitled to notice of and to vote at the meeting or any adjournment thereof. You are invited to attend the annual meeting, and we request that you vote on the proposals described in this proxy statement. However, you do not need to attend the meeting to vote your shares. Instead, you may simply complete, date and sign the available proxy card and return it to the Company. Alternatively, you may vote via telephone or over the Internet. You will need your 16-digit control number included in your Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”), proxy card or other instructions accompanying your proxy materials to vote.
All stockholders of record entitled to vote at the annual meeting should receive a Notice of Internet Availability. The Notice of Internet Availability will instruct you as to how you may access and review all of the important information contained in the proxy materials. If you received a Notice of Internet Availability by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting those materials included in the Notice of Internet Availability. The principal address of the Company is 7007 Broadway Avenue, Cleveland, Ohio 44105.
By order of the Board of Directors,
Marc A. Stefanski
Chair of the Board, President and Chief Executive Officer
January 10, 2024
YOUR VOTE IS IMPORTANT. PLEASE SIGN, DATE AND RETURN THE AVAILABLE
PROXY CARD OR VOTE VIA TELEPHONE OR OVER THE INTERNET.
TABLE OF CONTENTS
| Page | |
|---|---|
| About The Meeting | 1 |
| Proposal One: Election of Directors | 4 |
| Corporate Governance | 7 |
| Report of the Audit Committee | 13 |
| Executive Compensation | 14 |
| Pay Versus Performance | 35 |
| Pay Ratio | 37 |
| Director Compensation | 38 |
| Compensation Committee Report | 40 |
| Security Ownership of Certain Beneficial Owners and Management | 41 |
| Certain Relationships and Related Transactions | 42 |
| Delinquent Section 16(a) Reports | 42 |
| Proposal Two: Advisory Vote on Executive Compensation | 43 |
| Proposal Three: Ratification of the Selection of Deloitte & Touche LLP as the Company's Independent Accountant | 44 |
| Stockholder Proposals for 2024 Annual Meeting of Stockholders | 45 |
| Other Matters | 45 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.