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) August 6, 2012
TFS FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
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United States of America
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001-33390
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52-2054948
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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7007 Broadway Ave., Cleveland, Ohio
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44105
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(Address of principle executive offices)
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(Zip Code)
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Registrant's telephone number, including area code (216) 441-6000
Not applicable
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Beginning on August 6, 2012, TFS Financial Corporation (the “Company”) entered into amendments to certain Restricted Stock Unit Award Agreements (the “Amendments”), which were previously entered into with certain executive officers of the Company effective on August 11, 2008, May 12, 2009 and May 14, 2010, respectively. The Amendments provide that upon the vesting of any restricted stock units (“RSUs”), the Company may, in its sole discretion, distribute shares of common stock of the Company subject to the vested RSUs to pay certain taxes imposed on the vesting of RSUs and retain such shares of common stock to satisfy the minimum amount of such required tax withholding.
The foregoing summary of the terms of the Amendments is qualified in its entirety by reference to the forms of the Amendments, which are attached as Exhibits 10.1, 10.2 and 10.3, respectively, and are incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits
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Exhibit
No.
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10.1
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Form of First Amendment to Restricted Stock Unit Award Agreement (August 11, 2008 Award)
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10.2
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Form of First Amendment to Restricted Stock Unit Award Agreement (May 12, 2009 Award)
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10.3
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Form of First Amendment to Restricted Stock Unit Award Agreement (May 14, 2010 Award)
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SIGNATURE
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.
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TFS FINANCIAL CORPORATION
(Registrant)
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Date:
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August 9, 2012
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By:
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/s/ David S. Huffman
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David S. Huffman
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Chief Financial Officer and Secretary
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TFS Financial Corporation
EXHIBIT 10.1
2008 Equity Incentive Plan
First Amendment to Restricted Stock Unit Award Agreement
THIS FIRST AMENDMENT TO RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Amendment”) is made and entered into effective this [____] day of [_______________], 2012, by and between [_____________] (“Participant”) and TFS Financial Corporation, a Federal corporation (the “Company”), pursuant to the provisions of the TFS Financial Corporation 2008 Equity Incentive Plan.
W I T N E S S E T H:
WHEREAS, the Company and Participant are party to that certain Restricted Stock Unit Award Agreement, effective as of August 11, 2008 (the “Agreement”); and
WHEREAS, the Company and Participant desire to amend the Agreement as set forth herein.
NOW, THEREFORE, in consideration of the foregoing recitals, and of the premises, covenants, terms and conditions contained herein, the parties hereto agree as follows:
1.
Terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement.
2.
Section 3 of the Agreement is hereby deleted in its entirety and replaced with the following:
3.
Timing of Payout
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Payout of all vested RSUs shall occur as soon as administratively feasible following Participant's Termination of Service with the Company or its Subsidiaries, but in no event later than sixty (60) days after the effective date of termination; provided, however, that if the Participant is then a “Specified Employee” under Section 409A, the RSUs shall be paid out in accordance with Section 8.1(pp)(v) of the Plan. Notwithstanding anything to the contrary in this Agreement, upon the vesting of any RSUs, the Company may, in its sole discretion, distribute Stock of the Company subject to vested RSUs to pay Federal Insurance Contributions Act (“FICA”) tax imposed under Section 3101, Section 3121(a) and Section 3121(v)(2) on the vesting of RSUs and to pay income tax at source on wages imposed under Section 3401 or the corresponding provisions of applicable state, local, or foreign tax laws as a result of the payment of the FICA amount and, pursuant to Section 13(c) of this Agreement, the Company may retain such Stock to satisfy the minimum amount of such required tax withholding.
3.
This Amendment may be executed in counterparts, each of which will constitute an original and all of which together will constitute one agreement. The signature page of any individual or entity, or copies or facsimiles thereof, may be appended to any counterpart of this Amendment and when so appended will constitute an original.
4.
Except as expressly amended by this Amendment, all terms and conditions of the Agreement remain in full force and effect and are unmodified hereby.
IN WITNESS WHEREOF, the parties have executed or caused this Amendment to be executed as of the day and year first above written.
TFS Financial Corporation
By:
Name:
Title:
[_________________]
TFS Financial Corporation
EXHIBIT 10.2
2008 Equity Incentive Plan
First Amendment to Restricted Stock Unit Award Agreement
THIS FIRST AMENDMENT TO RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Amendment”) is made and entered into effective this [____] day of [_______________], 2012, by and between [_____________] (“Participant”) and TFS Financial Corporation, a Federal corporation (the “Company”), pursuant to the provisions of the TFS Financial Corporation 2008 Equity Incentive Plan.
W I T N E S S E T H:
WHEREAS, the Company and Participant are party to that certain Restricted Stock Unit Award Agreement, effective as of May 12, 2009 (the “Agreement”); and
WHEREAS, the Company and Participant desire to amend the Agreement as set forth herein.
NOW, THEREFORE, in consideration of the foregoing recitals, and of the premises, covenants, terms and conditions contained herein, the parties hereto agree as follows:
1.
Terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement.
2.
Section 3 of the Agreement is hereby deleted in its entirety and replaced with the following:
3.
Timing of Payout
.
Payout of all vested RSUs shall occur as soon as administratively feasible following Participant's Termination of Service with the Company or its Subsidiaries, but in no event later than sixty (60) days after the effective date of termination; provided, however, that if the Participant is then a “Specified Employee” under Section 409A, the RSUs shall be paid out in accordance with Section 8.1(pp)(v) of the Plan. Notwithstanding anything to the contrary in this Agreement, upon the vesting of any RSUs, the Company may, in its sole discretion, distribute Stock of the Company subject to vested RSUs to pay Federal Insurance Contributions Act (“FICA”) tax imposed under Section 3101, Section 3121(a) and Section 3121(v)(2) on the vesting of RSUs and to pay income tax at source on wages imposed under Section 3401 or the corresponding provisions of applicable state, local, or foreign tax laws as a result of the payment of the FICA amount and, pursuant to Section 13(c) of this Agreement, the Company may retain such Stock to satisfy the minimum amount of such required tax withholding.
3.
This Amendment may be executed in counterparts, each of which will constitute an original and all of which together will constitute one agreement. The signature page of any individual or entity, or copies or facsimiles thereof, may be appended to any counterpart of this Amendment and when so appended will constitute an original.
4.
Except as expressly amended by this Amendment, all terms and conditions of the Agreement remain in full force and effect and are unmodified hereby.
IN WITNESS WHEREOF, the parties have executed or caused this Amendment to be executed as of the day and year first above written.
TFS Financial Corporation
By:
Name:
Title:
[_________________]
TFS Financial Corporation
EXHIBIT 10.3
2008 Equity Incentive Plan
First Amendment to Restricted Stock Unit Award Agreement
THIS FIRST AMENDMENT TO RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Amendment”) is made and entered into effective this [____] day of [_______________], 2012, by and between [_____________] (“Participant”) and TFS Financial Corporation, a Federal corporation (the “Company”), pursuant to the provisions of the TFS Financial Corporation 2008 Equity Incentive Plan.
W I T N E S S E T H:
WHEREAS, the Company and Participant are party to that certain Restricted Stock Unit Award Agreement, effective as of May 14, 2010 (the “Agreement”); and
WHEREAS, the Company and Participant desire to amend the Agreement as set forth herein.
NOW, THEREFORE, in consideration of the foregoing recitals, and of the premises, covenants, terms and conditions contained herein, the parties hereto agree as follows:
1.
Terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement.
2.
Section 3 of the Agreement is hereby deleted in its entirety and replaced with the following:
3.
Timing of Payout
.
Payout of all vested RSUs shall occur as soon as administratively feasible following Participant's Termination of Service with the Company or its Subsidiaries, but in no event later than sixty (60) days after the effective date of termination; provided, however, that if the Participant is then a “Specified Employee” under Section 409A, the RSUs shall be paid out in accordance with Section 8.1(pp)(v) of the Plan. Notwithstanding anything to the contrary in this Agreement, upon the vesting of any RSUs, the Company may, in its sole discretion, distribute Stock of the Company subject to vested RSUs to pay Federal Insurance Contributions Act (“FICA”) tax imposed under Section 3101, Section 3121(a) and Section 3121(v)(2) on the vesting of RSUs and to pay income tax at source on wages imposed under Section 3401 or the corresponding provisions of applicable state, local, or foreign tax laws as a result of the payment of the FICA amount and, pursuant to Section 13(c) of this Agreement, the Company may retain such Stock to satisfy the minimum amount of such required tax withholding.
3.
This Amendment may be executed in counterparts, each of which will constitute an original and all of which together will constitute one agreement. The signature page of any individual or entity, or copies or facsimiles thereof, may be appended to any counterpart of this Amendment and when so appended will constitute an original.
4.
Except as expressly amended by this Amendment, all terms and conditions of the Agreement remain in full force and effect and are unmodified hereby.
IN WITNESS WHEREOF, the parties have executed or caused this Amendment to be executed as of the day and year first above written.
TFS Financial Corporation
By:
Name:
Title:
[_________________]