8-K

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 24, 2023

CAPITOL FEDERAL FINANCIAL, INC.

(Exact name of Registrant as specified in its Charter)

Maryland	001-34814	27-2631712
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

700 South 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:

☐ 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 class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	CFFN	The 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 24, 2023 (the “Annual Meeting”). Holders of record of the Company’s common stock at the close of business on December 2, 2022 were entitled to vote on four items at the Annual Meeting. Stockholders elected Michel' Philipp Cole, Jeffrey M. Johnson, and Michael T. McCoy, M.D. 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 voted for an annual advisory vote on the frequency of future Say on Pay Votes (the "Frequency Vote"). The Board of Directors of the Company determined, in light of the results of the Frequency Vote, the Company will include a Say on Pay Vote in its annual meeting proxy materials every year until the next required Frequency Vote is held. The stockholders also ratified the appointment of Deloitte & Touche LLP as the Company’s independent auditors for the fiscal year ending September 30, 2023. The final voting results of each item are set forth below.

	Number of Votes
	For	Against	Abstained	Broker Non-Votes
Proposal 1.
Election of the following directors for the terms indicated:
Michel' Philipp Cole (three years)	88,959,003	11,118,064	93,950	15,769,728
Jeffrey M. Johnson (three years)	80,733,107	19,352,213	85,697	15,769,727
Michael T. McCoy, M.D. (three years)	82,604,153	16,980,263	586,602	15,769,727
The following directors had their term of office continue after the meeting:
Morris J. Huey, II
Carlton A. Ricketts
John B. Dicus
James G. Morris
Jeffrey R. Thompson

	Number of Votes
	For	Against	Abstained	Broker Non-Votes
Proposal 2.
Stockholder approval, on advisory basis, of executive compensation	96,359,415	3,430,676	380,920	15,769,735

	Number of Votes
	Every Year	Every Two Years	Every Three Years	Abstained	Broker Non-Votes
Proposal 3.
Frequency of advisory vote on executive compensation	90,947,979	995,470	8,166,232	61,330	15,769,734

	Number of Votes
	For	Against	Abstained	Broker Non-Votes
Proposal 4.
Ratification of Deloitte & Touche LLP as independent auditors	113,970,685	1,883,387	69,881	—

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 24, 2023.

On January 24, 2023, 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 17, 2023 to holders of record of the Company’s common stock as of the close of business on February 3, 2023.

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 24, 2023

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 25, 2023	By: /s/ Kent G. Townsend
	Kent G. Townsend, Executive Vice-President,
	Chief Financial Officer, and Treasurer

EX-99.1

John B. Dicus, Chairman, President & CEO Michel’ Philipp Cole, ABC Morris J. Huey, II Jeffrey M. Johnson Michael T. McCoy, M.D. James G. Morris Carlton A. Ricketts Jeffrey R. Thompson Board of Directors

Management John B. Dicus, Chairman, President & CEO Anthony S. Barry, Chief Corporate Services Officer Natalie G. Haag, General Counsel & Corporate Secretary Rick C. Jackson, Chief Lending Officer Robert D. Kobbeman, Chief Commercial Banking Officer Daniel L. Lehman, Chief Retail Operations Officer Kent G. Townsend, Chief Financial Officer

Safe Harbor Disclosure Except for the historical information contained in this presentation, the matters discussed herein may be deemed to be "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements about our beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions. The words "may," "could," "should," "would," "will," "believe," "anticipate," "estimate," "expect," "intend," "plan," and similar expressions are intended to identify forward-looking statements. Forward- looking statements involve risks and uncertainties, including: potential adverse impacts of the ongoing COVID-19 pandemic and any governmental or societal responses thereto on economic conditions in Capitol Federal Financial, Inc’s local market areas and other market areas where Capitol Federal Savings Bank has lending relationships, on other aspects of Capitol Federal Financial, Inc’s business operations and on financial markets; changes in policies or the application or interpretation of laws and regulations by regulatory agencies and tax authorities; other governmental initiatives affecting the financial services industry; changes in accounting principles, policies or guidelines, fluctuations in interest rates and the effects of inflation or a potential recession; demand for loans in Capitol Federal Financial, Inc. and its correspondent banks’ market areas; the future earnings and capital levels of Capitol Federal Savings Bank, which would affect the ability of Capitol Federal Financial, Inc. to pay dividends in accordance with its dividend policies; competition; and other risks detailed from time to time in documents filed or furnished by Capitol Federal Financial, Inc. with the Securities and Exchange Commission (“SEC”). Actual results may differ materially from those currently expected. These forward-looking statements represent Capitol Federal Financial, Inc.’s judgment as of the date of this presentation. Capitol Federal Financial, Inc. disclaims, however, any intent or obligation to update these forward-looking statements.

Selected Balance Sheet Data September 30, 2022 2021 (in thousands) Total Assets $ 9,624,897 $ 9,631,246 Total Loans $ 7,464,208 $ 7,081,142 Total Deposits $ 6,194,866 $ 6,597,396 Total Borrowings $ 2,132,154 $ 1,582,850 Total Stockholders' Equity $ 1,096,499 $ 1,242,273

Financial Performance FY 2022 Net Income (in thousands) $84,453 Earnings Per Share (basic & diluted) $0.62 Net Interest Margin 1.79% Return on Average Assets 0.76% Return on Average Equity 7.11%

Financial Performance FY 2022 Efficiency Ratio 52.39% Operating Expense Ratio 1.01% Non-performing Assets to Total Assets 0.10% Equity to Total Assets 11.39%

Calendar Year 2022 Dividends (in thousands) Regular quarterly dividends* $ 46,111 True Blue Capitol dividend (June) 27,143 True-up dividend (December) 37,701 Total cash dividends paid in 2022 $ 110,955 *Paid in February, May, August, and November.

Calendar Year 2022 Share Repurchases ($ in thousands, except per share amounts) Number of shares repurchased 2,729,159 Average price per share $ 8.13 Total amount repurchased $ 22,196

Cumulative Cash Returned to Stockholders † Stockholder Dividends $10.30 Per Share Share Repurchases 36,461,603 shares Avg. Price of $11.40 * * True Blue® Dividends † † † Dividends from earnings *

Payment of Dividends • CFFN declared a regular quarterly dividend of $0.085 per share on January 24, 2023. • For fiscal year 2023, it is the intent of our Board and management to pay out 100% of our net income. • Dividends will be paid in a combination of quarterly and true-up cash dividends.

Long-Term Strategy • Single-Family Portfolio Lender • Deposit Services • Commercial Banking • Excellent Asset Quality • Strong Cost Controls • Strong Capital Position • Stockholder Value • Interest Rate Risk Management

Questions & Answers

Thank you for attending

EX-99.2

NEWS RELEASE

FOR IMMEDIATE RELEASE

January 24, 2023

CAPITOL FEDERAL FINANCIAL, INC.®

ANNOUNCES QUARTERLY DIVIDEND

Topeka, KS - Capitol Federal Financial, Inc. (NASDAQ: CFFN) (the "Company") announced today that its Board of Directors has declared a quarterly cash dividend of $0.085 per share on outstanding CFFN common stock.

The dividend is payable on February 17, 2023 to stockholders of record as of the close of business on February 3, 2023.

The Company will release financial results for the quarter ended December 31, 2022 on January 25, 2023 before the market opens.

Capitol Federal Financial, Inc. is the holding company for Capitol Federal Savings Bank (the "Bank"). The Bank has 54 branch locations in Kansas and Missouri, and is one of the largest residential lenders in the State of Kansas. News and other information about the Company can be found at the Bank's website, http://www.capfed.com.

Forward-Looking Statements

Except for the historical information contained in this press release, the matters discussed herein may be deemed to be "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements about our beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions. The words "may," "could," "should," "would," "will," "believe," "anticipate," "estimate," "expect," "intend," "plan," and similar expressions are intended to identify forward-looking statements. Forward-looking statements involve risks and uncertainties, including: potential adverse impacts of the ongoing COVID-19 pandemic and any governmental or societal responses thereto on economic conditions in the Company's local market areas and other areas where the Bank has lending relationships, on other aspects of the Company's business operations and on financial markets; changes in policies or the application or interpretation of laws and regulations by regulatory agencies and tax authorities; other governmental initiatives affecting the financial services industry; changes in accounting principles, policies or guidelines; fluctuations in interest rates and the effects of inflation or a potential recession; demand for loans in the Company's and its correspondent banks' market areas; the future earnings and capital levels of the Bank, which could affect the ability of the Company to pay dividends in accordance with its dividend policies; competition; and other risks detailed from time to time in documents filed or furnished by the Company with the SEC. Actual results may differ materially from those currently expected. These forward-looking statements represent the Company's judgment as of the date of this release. The Company disclaims, however, any intent or obligation to update these forward-looking statements.

For further information contact:
Kent Townsend	Investor Relations
Executive Vice President,	(785) 270-6055
Chief Financial Officer and Treasurer	investorrelations@capfed.com
(785) 231-6360
ktownsend@capfed.com

XML

Document And Entity Information	Jan. 24, 2023
Cover [Abstract]
Document Type	8-K
Period End Date	Jan. 24, 2023
Registrant Name	CAPITOL FEDERAL FINANCIAL, INC.
State of incorporation	MD
Commission file number	001-34814
IRS identification number	27-2631712
Address of principal executive offices location	700 South Kansas Avenue,
City of principal executive offices location	Topeka
State of principal executive offices location	KS
Zip code of principal executive offices location	66603
Telephone number - Area code	785
Telephone number	235-1341
Written communications indicator	false
Soliciting material indicator	false
Pre-commencement tender offer indicator	false
Pre-commencement issuer tender offer indicator	false
Title of security class	Common Stock, par value $0.01 per share
Trading symbol	CFFN
Name of exchange on which securities are registered	NASDAQ
Emerging Growth Company indicator	false
Entity Central Index Key	0001490906
Amendment Flag	false