Capitol Federal holders back pay and 2026 plan

Capitol Federal Financial, Inc. reported results of its January 27, 2026 Annual Meeting of Stockholders.

Accepted by SEC EDGAR 01/29/2026 - 11:09 AM EST Learn about SEC filing dates

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.

8-K Event Classification

3 items: 5.07, 7.01, 9.01

3 items

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, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

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)

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 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

For

Against

Abstained

Broker 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

For

Against

Abstained

Broker Non-Votes

Proposal 2.

Stockholder approval, on advisory basis, of executive compensation

81,096,603

10,423,954

436,501

16,534,018

Number of Votes

For

Against

Abstained

Broker 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

For

Against

Abstained

Broker Non-Votes

Proposal 4.

Ratification of KPMG LLP as independent auditors

107,952,742

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, 2026			By: /s/ Kent G. Townsend
			Kent G. Townsend, Executive Vice-President,
			Chief Financial Officer, and Treasurer