CFFN Sets Annual Meeting for Jan 27, Key Votes on Directors, Comp, and Incentive Plan

TL;DR

**CFFN's upcoming annual meeting is a rubber stamp for management, but the new incentive plan could be a long-term catalyst for employee alignment and stock performance.**

AI Summary

Capitol Federal Financial, Inc. (CFFN) is holding its annual meeting on January 27, 2026, where stockholders will vote on four key proposals. These include the election of two directors, an advisory vote on executive compensation, the approval of the 2026 Omnibus Incentive Plan, and the ratification of KPMG LLP as the independent auditor for fiscal year ending September 30, 2026. As of the record date, December 5, 2025, there were 131,438,305 shares of common stock outstanding. Major institutional holders include BlackRock, Inc. with 17,580,461 shares (13.4%), The Vanguard Group with 13,249,386 shares (10.1%), and American Century Companies, Inc. with 8,878,745 shares (6.8%). The Company's Employee Stock Ownership Plan holds 6,706,237 shares (5.1%). Chairman, President, and CEO John B. Dicus beneficially owns 2,174,305 shares (1.7%), including 100,116 exercisable options. The Board of Directors unanimously recommends a 'FOR' vote on all proposals, emphasizing commitment to stockholder success and investment enhancement.

Why It Matters

This DEF 14A filing outlines critical governance decisions for Capitol Federal Financial, Inc., directly impacting investor confidence and future performance. The approval of the 2026 Omnibus Incentive Plan could shape executive and employee motivation, potentially influencing long-term strategic execution and competitive positioning against regional banks. Ratifying KPMG LLP ensures continued financial oversight, crucial for maintaining market trust. For employees, the ESOP's 5.1% stake and the new incentive plan underscore a commitment to shared success, while customers benefit from stable leadership and sound financial practices.

Risk Assessment

Risk Level: low — The filing primarily concerns routine annual meeting proposals, including director elections and auditor ratification, which are standard corporate governance items. The proposed 2026 Omnibus Incentive Plan is a forward-looking item but is typical for public companies and generally aims to align employee incentives with shareholder value, not introduce immediate risk. No significant operational or financial risks are disclosed within this proxy statement.

Analyst Insight

Investors should vote 'FOR' the 2026 Omnibus Incentive Plan to align executive and employee incentives with long-term shareholder value. Review the full proxy statement for detailed executive compensation disclosures to ensure alignment with performance, and consider the stability offered by the recommended director slate.

Key Numbers

• 131,438,305 — Shares of common stock outstanding (As of record date December 5, 2025)
• 17,580,461 — Shares owned by BlackRock, Inc. (Representing 13.4% of outstanding common stock)
• 13,249,386 — Shares owned by The Vanguard Group (Representing 10.1% of outstanding common stock)
• 8,878,745 — Shares owned by American Century Companies, Inc. (Representing 6.8% of outstanding common stock)
• 6,706,237 — Shares held by Employee Stock Ownership Plan (Representing 5.1% of outstanding common stock)
• 2,174,305 — Shares beneficially owned by John B. Dicus (Representing 1.7% of outstanding common stock, including 100,116 exercisable options)
• 2026 — Year of Omnibus Incentive Plan (Proposed for approval at the annual meeting)
• December 5, 2025 — Record Date (Date for determining stockholders entitled to vote)
• January 27, 2026 — Annual Meeting Date (Date stockholders will vote on proposals)
• 5.1% — Ownership by Dimensional Fund Advisors (Beneficial ownership of outstanding common stock)

Key Players & Entities

• Capitol Federal Financial, Inc. (company) — Registrant and holding company
• John B. Dicus (person) — Chairman of the Board, President, Chief Executive Officer, and Director
• KPMG LLP (company) — Independent registered public accounting firm nominee
• BlackRock, Inc. (company) — Beneficial owner of 13.4% of common stock
• The Vanguard Group (company) — Beneficial owner of 10.1% of common stock
• American Century Companies, Inc. (company) — Beneficial owner of 6.8% of common stock
• Dimensional Fund Advisors (company) — Beneficial owner of 5.1% of common stock
• T. Rowe Price Investment Management, Inc. (company) — Beneficial owner of 5.0% of common stock
• Capitol Federal Savings Bank (company) — Wholly owned subsidiary of Capitol Federal Financial, Inc.
• Securities and Exchange Commission (regulator) — Regulatory body for proxy filings

FAQ

Industry Context

Capitol Federal Financial operates within the banking and financial services sector, which is characterized by intense competition, evolving regulatory landscapes, and the increasing importance of digital transformation. The industry is sensitive to interest rate changes and economic cycles, impacting lending volumes and profitability. Consolidation remains a trend, with smaller institutions facing pressure to scale or merge.

Regulatory Implications

As a financial institution, Capitol Federal Financial is subject to extensive regulation by federal and state authorities, including the Federal Reserve and the Office of the Comptroller of the Currency. Compliance with these regulations is critical and requires significant resources. Changes in regulatory requirements, such as capital adequacy rules or consumer protection laws, can impact operations and profitability.

What Investors Should Do

1. Vote on all proposals
2. Review the 2026 Omnibus Incentive Plan details
3. Note the 'Notice and Access' method

Key Dates

• 2025-12-05: Record Date — Determines which stockholders are entitled to vote at the annual meeting.
• 2025-12-18: Proxy materials made available — Commencement of the period for stockholders to review information and vote.
• 2026-01-27: Annual Meeting of Stockholders — Date for voting on director elections, executive compensation, incentive plan, and auditor ratification.
• 2026-09-30: Fiscal Year End — End of the fiscal year for which KPMG LLP is proposed as auditor.

Glossary

DEF 14A

A filing with the SEC that provides detailed information to shareholders in preparation for an annual meeting, including proposals to be voted on. (This document is the DEF 14A for Capitol Federal Financial, Inc., outlining the agenda and details for their annual meeting.)

Proxy Statement

A document that provides shareholders with information about the matters to be voted on at a shareholder meeting and how to vote. (This is the core document being reviewed, detailing the proposals and recommendations for the annual meeting.)

Omnibus Incentive Plan

A plan that allows a company to grant various types of equity-based compensation to employees and executives, such as stock options or restricted stock. (Stockholders are being asked to approve the 2026 Omnibus Incentive Plan, which will impact future executive and employee compensation.)

Independent Registered Public Accounting Firm

An external audit firm hired by a company to conduct an independent audit of its financial statements. (KPMG LLP is proposed for ratification as the auditor for the fiscal year ending September 30, 2026.)

Record Date

A specific date set by a company to determine which shareholders are eligible to receive notice of and vote at a shareholders' meeting. (December 5, 2025, is the record date for determining who can vote at the January 27, 2026, annual meeting.)

Street Name

Refers to shares of stock that are held by a broker or other financial institution on behalf of an investor, rather than being registered directly in the investor's name. (Explains how shares held by brokers are voted and the concept of 'broker non-votes'.)

Broker Non-Vote

Occurs when a broker holding shares in 'street name' does not receive voting instructions from the beneficial owner for a non-discretionary matter. (Relevant for understanding how shares held by brokers will be voted on the proposals, as most are non-discretionary.)

Notice and Access

An SEC rule allowing companies to furnish proxy materials to shareholders over the Internet instead of mailing paper copies, reducing costs and environmental impact. (Capitol Federal Financial is using this method to deliver its proxy materials, with only a notice being mailed to most shareholders.)

Year-Over-Year Comparison

This filing is a proxy statement for the annual meeting and does not contain comparative financial data from a previous year's annual report. However, it sets the stage for the upcoming fiscal year by seeking approval for the 2026 Omnibus Incentive Plan and ratifying the auditor for the fiscal year ending September 30, 2026. Key information regarding outstanding shares and major institutional holders remains consistent with typical filings.

Filing Documents

• cffn-20251217.htm (DEF 14A) — 988KB
• cffn-20251217_g1.jpg (GRAPHIC) — 44KB
• cffn-20251217_g2.jpg (GRAPHIC) — 207KB
• cffn-20251217_g3.jpg (GRAPHIC) — 128KB
• cffn-20251217_g4.jpg (GRAPHIC) — 129KB
• cffn-20251217_g5.jpg (GRAPHIC) — 122KB
• cffn-20251217_g6.jpg (GRAPHIC) — 105KB
• cffn-20251217_g7.jpg (GRAPHIC) — 138KB
• cffn-20251217_g8.jpg (GRAPHIC) — 208KB
• 0001490906-25-000039.txt ( ) — 4794KB
• cffn-20251217.xsd (EX-101.SCH) — 4KB
• cffn-20251217_def.xml (EX-101.DEF) — 5KB
• cffn-20251217_lab.xml (EX-101.LAB) — 112KB
• cffn-20251217_pre.xml (EX-101.PRE) — 57KB
• cffn-20251217_htm.xml (XML) — 317KB

From the Filing

cffn-20251217 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under 240.14a-12 CAPITOL FEDERAL FINANCIAL, INC. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 December 18, 2025 Dear Fellow Stockholder: On behalf of the Board of Directors and management of Capitol Federal Financial, Inc., we cordially invite you to attend our annual meeting of stockholders. The meeting will be held at 10:00 a.m. local time on Tuesday, January 27, 2026, at the Bradbury Thompson Alumni Center on the Washburn University campus, 1701 S.W. Jewell Avenue, Topeka, Kansas. Regardless of whether you plan to attend the annual meeting, please read the enclosed proxy statement and then vote by the Internet, telephone or mail as promptly as possible. Your prompt response will save us additional expense in soliciting proxies and will ensure that your shares are represented at the meeting. This year we are using a Securities and Exchange Commission rule to furnish our proxy statement, Annual Report and proxy card over the Internet to stockholders. This means that stockholders will not receive paper copies of these documents. Instead, stockholders will receive only a notice containing instructions on how to access the proxy materials over the Internet. This rule enables us to lower the costs of delivering the annual meeting materials and reduce the environmental impact of the meeting. If you would like to receive a copy of the printed materials, the notice contains instructions on how you can request copies of these documents. Your Board of Directors and management are committed to the success of Capitol Federal Financial, Inc. and the enhancement of your investment. As Chairman of the Board, I want to express my appreciation for your confidence and support. Very truly yours, /s/ John B. Dicus JOHN B. DICUS Chairman of the Board, President and Chief Executive Officer NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JANUARY 27, 2026 NOTICE IS HEREBY GIVEN that the annual meeting of stockholders of Capitol Federal Financial, Inc. will be held as follows: TIME 10:00 a.m. local time Tuesday, January 27, 2026 PLACE Bradbury Thompson Alumni Center Washburn University Campus 1701 S.W. Jewell Avenue Topeka, Kansas ITEMS OF BUSINESS (1) The election of two directors. (2) An advisory (non-binding) vote on executive compensation as disclosed in the accompanying proxy statement. (3) The approval of the Capitol Federal Financial, Inc. 2026 Omnibus Incentive Plan. (4) The ratification of the appointment of KPMG LLP as Capitol Federal Financial, Inc.'s independent registered public accounting firm for the fiscal year ending September 30, 2026. RECORD DATE Holders of record of Capitol Federal Financial, Inc. common stock at the close of business on December 5, 2025 are entitled to vote at the annual meeting or any adjournment or postponement thereof. PROXY VOTING It is important that your shares be represented and voted at the annual meeting. Regardless of whether you plan to attend the annual meeting, please read the accompanying proxy statement and then vote by the Internet, telephone or mail as promptly as possible. BY ORDER OF THE BOARD OF DIRECTORS /s/ John B. Dicus JOHN B. DICUS Chairman of the Board, President and Chief Executive Officer Topeka, Kansas December 18, 2025 CAPITOL FEDERAL FINANCIAL, INC. 700 S. Kansas Avenue Topeka, Kansas 66603 (785) 235-1341 _______________________________ PROXY STATEMENT _______________________________ INTRODUCTION The Capitol Federal Financial, Inc. Board of Directors is using this proxy statement to solicit proxies from the holders of the Company's common stock for use at the Company's upcoming annual meeting of stockholders. The annual meeting of stockholders will be held at 10:00 a.m. local time on Tuesday, January 27, 2026 at the Bradbury Thompson Alumni Center on the Washburn University campus, 1701 S.W. Jewell Avenue, Topeka, Kansas. At the meeting, stockholders will be asked to vote on four proposals. The proposals are set forth in the accompanying Notice of Annual Meeting of Stockholders and are described in more detail below. Stockholders also will consider any other matters that may properly come before

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View this DEF 14A filing on SEC EDGAR