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
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 10, 2020, TCF Financial Corporation, a Michigan corporation (“TCF”), entered into amended and restated retention agreements (the “Retention Agreements”) with Gary Torgow and David Provost (collectively, the “Executives”) which amend and restate their original retention agreements (the “Pre-Merger Retention Agreements”), dated January 27, 2019, which became effective on August 1, 2019 (the “Effective Date”).
As Amended and Restated, the Retention Agreements remove a provision of the Pre-Merger Retention Agreements that would have permitted the Executives to terminate their employment on or after 18 months following the Effective Date without Good Reason (a “Retirement”) and receive base salary and bonus payments for the remainder of the time from such retirement until the end of the Term.
In addition, the Retention Agreements deleted a provision contained in the Pre-Merger Retention Agreements that provided that notwithstanding the terms of their equity awards granted on or after February 27, 2018, in the event of a Retirement by an Executive, those awards would vest fully, and added a provision that in the event a Change in Control occurs during the term of the Retention Agreements, the Retention Agreements shall expire on the later of the third anniversary of the Effective Date or twenty-four months following the date of the Change in Control.
Any capitalized term used in this Current Report on Form 8-K and not defined herein shall have the meaning ascribed to it in the Retention Agreements or the Pre-Merger Retention Agreements, as applicable. Other than as described above, the material terms of the Retention Agreements remain unchanged, and the description of them contained in the Corporation’s Current Report on Form 8-K filed on January 28, 2019 is incorporated herein by reference.
The foregoing description of the Retention Agreements is qualified in all respects by reference to the full text of the Retention Agreements, copies of which are attached hereto as Exhibit 10.1 and 10.2 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number | Description | |
10.1 | ||
10.2 | ||
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, thereunto duly authorized.
TCF FINANCIAL CORPORATION | |
/s/ Craig R. Dahl | |
Craig R. Dahl, President and Chief Executive Officer (Principal Executive Officer) | |
/s/ Dennis L. Klaeser | |
Dennis L. Klaeser, Executive Vice President and Chief Financial Officer (Principal Financial Officer) | |
/s/ Kathleen S. Wendt | |
Kathleen S. Wendt, Executive Vice President and Chief Accounting Officer (Principal Accounting Officer) | |
Dated: March 16, 2020