TFS Financial: Mutual Holding Company for TFS Financial Corporation to Seek Member Approval for Dividend Waivers – Form 8-K


Mutual holding company for TFS Financial Corporation

Seek Member Approval for Dividend Waivers

CLEVELAND – June 1, 2022 – TFS Financial Corporation (Nasdaq: TFSL), (the “Company”), the holding company of the Third Federal Savings and Loan Association of Cleveland, announced that the Third Federal Savings and Loan Association of Cleveland, MHC , (the “MHC”), the mutual holding company which owns 80.9% of the outstanding common shares of the Company, will hold a special meeting of its members. The meeting will include a vote on a proposal to waive MHC’s right to receive quarterly dividends totaling up to $1.13 per share that may be declared by the Company during the 12-month period following the members’ vote. . All dividends on the common shares of the Company are declared at the discretion of the Board of Directors of the Company. The special meeting will be held on July 12, 2022.

Federal Reserve Regulations MM, 12 CFR Part 239, of the Board of Governors of the Federal Reserve System (the “Federal Reserve”) require the MHC to solicit an annual vote of its members to approve dividend waivers proposed by MHC every 12 months. MHC previously received member approval at a July 13, 2021 meeting to waive MHC’s right to receive quarterly dividends declared by the Company during the 12-month period ending July 13, 2022.

“When my parents started Third Federal in 1938, they did so with a mission to help people achieve the American dream of home ownership and financial security, and to support the communities we serve. “said Chairman and CEO Marc A. Stefanski. “For 84 years, we have been steadfast in this mission – committed to helping our customers succeed and to continuing to ensure the strength, stability and security of Third Federal. We appreciate the overwhelming support of our members since 2014, and ask again that they vote FOR waiving the dividend because we believe waiving the dividend is in the best interest of our customers, our shareholders and the company.”

There can be no assurance that the members will approve the dividend waivers or that the Federal Reserve will not oppose the waivers even if approved by the members at the special meeting. Failure to obtain the waiver will likely result in a reduction in the dividend that should be paid to public shareholders.

Third Federal is a leading provider of savings and mortgage products and operates under the values ​​of love, trust, respect, commitment to excellence and fun. Founded in Cleveland in 1938 as a membership association by Ben and Gerome Stefanski, Third Federal’s mission is to help people realize their dreams of home ownership and financial security. It became a public company in 2007. Third Federal, which lends in 25 states and the District of Columbia, is dedicated to serving consumers with competitive rates and exceptional service. Third Federal, an equal housing lender, has 21 full-service branches in northeast Ohio, five loan offices in central and southern Ohio, and 16 full-service branches throughout Florida. As of March 31, 2022, the Company’s assets totaled $14.6 billion.

This press release contains forward-looking statements as defined in the Securities Exchange Act of 1934 and is subject to the safe harbors created therein. Forward-looking statements contained herein include, but are not limited to, the Company’s plans with respect to its dividends. These forward-looking statements involve risks and uncertainties that could cause the Company’s results to differ materially from management’s current expectations. The company’s risks and uncertainties are detailed in its filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended September 30, 2021. Forward-looking statements are based on beliefs and our management’s assumptions. and information currently available. The Company disclaims any responsibility to publicly update or revise any forward-looking statement.


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