Capitol Federal Financial (CFFN) Proxy Filing summary

Executive summary

• Annual meeting scheduled for January 28, 2025, with four key proposals for shareholder vote, including director elections, executive compensation, auditor ratification, and board declassification.

• Proxy materials are provided electronically to reduce costs and environmental impact, with printed copies available upon request.

• Board and management emphasize commitment to shareholder value and corporate governance.

Voting matters and shareholder proposals

• Shareholders will vote on: election of three directors, advisory vote on executive compensation, ratification of KPMG as auditor, and amendment to declassify the board.

• Board recommends voting in favor of all proposals.

• Approval of the board declassification amendment requires at least 80% of voting power.

• Procedures and deadlines for shareholder proposals and director nominations for the next annual meeting are specified.

Board of directors and corporate governance

• Board consists of eight members, with a majority classified as independent under NASDAQ rules.

• Proposal to phase out staggered board structure over three years, moving to annual director elections by 2028.

• Board diversity matrix provided; company believes it meets NASDAQ diversity requirements.

• Board committees include Executive, Compensation, Stock Benefit, Audit, and Nominating, all with defined charters and independent membership.

• Lead Independent Director role established to enhance board oversight.

• Annual board and committee self-assessments and regular refreshment of committee leadership.