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) June 30, 2022

TFS FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

United States of America	001-33390	52-2054948
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7007 Broadway Ave.,	Cleveland,	Ohio	44105
(Address of principle executive offices)			(Zip Code)

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:

☐ 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 in which registered
Common Stock, par value $0.01 per share	TFSL	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. o

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.    Compensatory Arrangements of Certain Officers.

On June 30, 2022, TFS Financial Corporation (the "Company") appointed Daniel F. Weir to fill the vacant board position created by the Bylaw amendment described below.

Mr. Weir has more than 30 years of banking experience, most recently serving as a member of the management team at Third Federal Savings and Loan Association of Cleveland, the primary operating subsidiary of the Company, until his retirement in 2005. He is a past member of the Board of Trustees for the Urban Community School in Cleveland, and is a past member of the Board of Directors and Treasurer for the Naples Press Club of Southwest Florida.

There are no arrangements or understandings between Mr. Weir and any other person pursuant to which he became a director. Mr. Weir is not a party to any transaction with the Company or the Association that would require disclosure under Item 404(a) of Securities and Exchange Commission Regulation S-K. Mr. Weir will receive the standard compensatory arrangements that the Company currently provides its non-employee directors, as described in the Company’s proxy statement for its 2022 Annual Meeting of Stockholders, as filed with the Securities and Exchange Commission on January 12, 2022, and is eligible to receive awards under the Company’s Amended and Restated 2008 Equity Incentive Plan.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The Board of Directors has approved an amendment to the Company's Bylaws, effective June 30, 2022, to increase the size of the Board from ten members to eleven members. The text of the revision to the Bylaws is attached as Exhibit 3 to this Report.

Item 9.01 Exhibits.

    (d) Exhibits.

FORM 8-K EXHIBIT INDEX

Exhibit No.

3    Text of Amendment to Bylaws of TFS Financial Corporation

104     Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	TFS FINANCIAL CORPORATION (Registrant)
Date: July 1, 2022	By:	/s/ Timothy W. Mulhern
		Timothy W. Mulhern
		Chief Financial Officer

EX-3

EXHIBIT 3

TEXT OF AMENDMENT TO BYLAWS

Section 2. Number and Term. The board of directors shall consist of eleven members, and shall be divided into three classes as nearly equal in number as possible. The members of each class shall be elected for a term of three years and until their successors are elected and qualified. One class shall be elected by ballot annually. Directors may be elected for a term of office to expire earlier than the third succeeding annual meeting of stockholders after their election if necessary to balance the classes of directors.

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Document And Entity Information	Jun. 30, 2022
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jun. 30, 2022
Entity Registrant Name	TFS FINANCIAL CORPORATION
Entity Incorporation, State or Country Code	X1
Entity File Number	001-33390
Entity Tax Identification Number	52-2054948
Entity Address, Address Line One	7007 Broadway Ave.,
Entity Address, City or Town	Cleveland,
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	44105
City Area Code	(216)
Local Phone Number	441-6000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	TFSL
Security Exchange Name	NASDAQ
Entity Central Index Key	0001381668
Amendment Flag	false
Current Fiscal Year End Date	--09-30