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  4. [8-K] Capitol Federal Financial, Inc. Reports Material Event

Shareholders at Capitol Federal (NASDAQ: CFFN) back 2026 plan, auditors

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(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Capitol Federal Financial, Inc. reported results of its January 27, 2026 Annual Meeting of Stockholders. Holders of common stock as of December 5, 2025 voted on four proposals.

Stockholders elected Michel' Philipp Cole and Jeffrey M. Johnson to three-year director terms and gave advisory approval to the compensation of named executive officers. They also approved the Capitol Federal Financial, Inc. 2026 Omnibus Incentive Plan and ratified KPMG LLP as independent auditors for the fiscal year ending September 30, 2026. An Annual Meeting slide presentation was furnished as an exhibit.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
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0001490906FALSE00014909062026-01-272026-01-27

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 27, 2026
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 shareCFFNThe 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 27, 2026 (the “Annual Meeting”). Holders of record of the Company’s common stock at the close of business on December 5, 2025 were entitled to vote on four items at the Annual Meeting. Stockholders elected Michel' Philipp Cole, and Jeffrey M. Johnson 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"). Stockholders approved the Capitol Federal Financial, Inc. 2026 Omnibus Incentive Plan. The stockholders ratified the appointment of KPMG LLP as the Company’s independent auditors for the fiscal year ending September 30, 2026. 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:
Michel' Philipp Cole (three years)75,302,936 16,161,085 493,039 16,534,016 
Jeffrey M. Johnson (three years)68,220,320 23,279,290 457,449 16,534,017 
The following directors had their term of office continue after the meeting:
Morris J. Huey, II (three years)
Carlton A. Ricketts (three years)
John B. Dicus (three years)
James G. Morris (three years)
Jeffrey R. Thompson (three years)
Number of Votes
ForAgainstAbstainedBroker Non-Votes
Proposal 2.
Stockholder approval, on advisory basis, of executive compensation81,096,603 10,423,954 436,501 16,534,018 

Number of Votes
ForAgainstAbstainedBroker Non-Votes
Proposal 3.
Approval of the Capitol Federal Financial, Inc. 2026 Omnibus
   Incentive Plan		77,317,577 13,947,980 691,501 16,534,018 

Number of Votes
ForAgainstAbstainedBroker Non-Votes
Proposal 4.
Ratification of KPMG LLP as independent auditors107,952,742 460,818 77,517 — 




ITEM 7.01 REGULATION FD DISCLOSURE
Attached hereto as Exhibit 99 and incorporated herein by reference are the slides from the Company's presentation at the Annual Meeting on January 27, 2026.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits

Exhibit 99 – Annual Meeting slide presentation
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 29, 2026By: /s/ Kent G. Townsend
Kent G. Townsend, Executive Vice-President,
Chief Financial Officer, and Treasurer


Source: View Original Filing on SEC EDGAR

FAQ

What did Capitol Federal Financial (CFFN) stockholders approve at the 2026 Annual Meeting?

Stockholders approved four key items: election of two directors to three-year terms, an advisory vote on executive compensation, the 2026 Omnibus Incentive Plan, and ratification of KPMG LLP as independent auditors for the fiscal year ending September 30, 2026.

Who was elected to Capitol Federal Financial (CFFN) board at the January 27, 2026 meeting?

Stockholders elected Michel' Philipp Cole and Jeffrey M. Johnson as directors, each for a three-year term. Several incumbent directors, including Morris J. Huey II and John B. Dicus, continue in office following the Annual Meeting held on January 27, 2026.

How did Capitol Federal Financial (CFFN) stockholders vote on executive compensation?

Stockholders approved, on an advisory basis, the compensation of the company’s named executive officers. The vote was 81,096,603 shares for, 10,423,954 against, and 436,501 abstentions, with 16,534,018 broker non-votes recorded on this Say on Pay proposal.

Was the Capitol Federal Financial (CFFN) 2026 Omnibus Incentive Plan approved by stockholders?

Yes. Stockholders approved the Capitol Federal Financial, Inc. 2026 Omnibus Incentive Plan. The vote totaled 77,317,577 shares for, 13,947,980 against, and 691,501 abstentions, with 16,534,018 broker non-votes on the incentive plan proposal at the Annual Meeting.

Which audit firm did Capitol Federal Financial (CFFN) stockholders ratify for fiscal 2026?

Stockholders ratified KPMG LLP as independent auditors for the fiscal year ending September 30, 2026. The ratification received 107,952,742 votes for, 460,818 against, and 77,517 abstentions, with no broker non-votes reported on this auditor ratification proposal.

When were Capitol Federal Financial (CFFN) stockholders entitled to vote at the 2026 Annual Meeting?

Holders of record of Capitol Federal Financial, Inc. common stock at the close of business on December 5, 2025 were entitled to vote. These stockholders considered four proposals at the Annual Meeting held on January 27, 2026 in Topeka, Kansas.