TCF Financial's CEO Hosts Annual Shareholder Meeting (Transcript)

TCF Financial Corporation (TCB)

Annual Shareholder Meeting

April 25, 2012 4:00 PM ET


Bill Cooper – Chairman and CEO

Joe Green – SVP, Secretary and General Counsel

Mike Jones – EVP and CFO



Bill Cooper

I’ll call the meeting to order. I’d like to thank everyone for coming. This is I think my 27th Annual Meeting. And as usual, the legal department wrote down what I am supposed to say including good afternoon. And you can guess who wrote all of this. On the stage with me are Joe Green, guess who wrote it. Senior Vice President, Secretary and General Counsel to corporation and Kirk Johnson, our TCF Legal Department, our parliamentarian.

Also here are members of our Board of Directors and officers. And I would like to have them stand if you would and I’ll do this in alphabetical order. Rick Zona, Barry Winslow, Ralph Strangis, Gary Schwalbach, Jim Ramstad, Vance Opperman, George Johnson, I used to work for George. Tom Jasper, Karen Grandstrand, Luella Goldberg, Tom Cusick, Tom used to pretend he worked for me. Craig Dahl, Bill Cooper, Teddy Bigos, Bill Bieber, Peter Bell, and Ray Barton. Give a round of applause.

This is the last meeting as directors for two of our directors, Ralph Strangis and Luella Goldberg, who have served – how many years were you on the Board, Luella? 27. Just about the same as me, right? Ralph, 22. Worked together a long, long time. We’re really going to miss them. They are leaving actually leaving because of the age. The only difference is Ralph looks like he should leave and Luella doesn’t. He is going to get me, okay.

Ralph and Luella have been with us through thick and thin through lot of things, put a lot of effort, have been great counselors to us all. They are going to stay of course close friends and we’re definitely going to miss them. Mr. Green will now call the meeting to order.

Joe Green

The Annual Meeting of TCF Financial Corporation is called to order. During the CEO’s presentation, we may make forward-looking statements. Forward-looking statements deal with matters that do not relate strictly to historic facts. We caution you that actual events or results may differ materially. Please see our recent reports filed with the securities and exchange commission for a discussion of the risks and uncertainties in the forward-looking information.

The information we provide you today is accurate as of March 31, 2012 and we undertake no duty to update the information.

Bill Cooper

That means you can’t necessarily believe anything we say. And we’re not sworn to it. On behalf of the Board of Directors, the management and TCF, I thank you for your attendance today and for the solid returns of the proxies. A list of TCF stockholders as of February 27, 2012 our record date for voting were entitled to vote at this meeting was prepared by the transfer agent, Compushare. As of record date, there were a 162,002,863 votes entitled to cast the ballot at this meeting for the proposals under consideration.

We have an affidavit stating that the notice to meeting and internet availability of proxy materials was mailed or delivered on or above March 8, 2012 to each stockholder of record as the close of business February 27, 2012. Tony Cordani [ph] is here representing Broadridge Financial Solutions Incorporated which has been appointed to act as inspector of election at this meeting to count and examine all the votes. And I’ve known Tony probably 25 years, all right. And I can’t believe we had him for this.

Tony, of course used to be a business reporter, do you still do some of that, Tony? Do you write for Avances [ph] Magazine ever? You do. Okay, you used to. According the Secretary the Cordani [ ph] declared was President, the inspector will submit a preliminary report during the course of the business on the number of votes represented. The minutes from the prior Annual Meeting held on April 27, 2011 have been approved. Copies of the minutes are available at the tables back in the room. As Chair of the meeting I’ve adopted agenda that we govern the order of business for this meeting and conduct the rules of the meeting.

The copies of the agenda and rules of conduct are also available in table in the back of the room. The rules of conduct also governs the question and answer session of the meeting. That means don’t ask any tough questions. Ballots are available for voting on the proposals. If you’ve already voted by proxy, you need not vote in person at this meeting, although you may change the vote if you wish.

If you need a ballot, please raise your hand and the assures will get one to you. Anybody need a ballot? Very efficient, assures pass all the ballot. Our first order business is the election of 15 directors, Ray Barton, Peter Bell, Bill Bieber, Ted Bigos, Tom Cusick, Craig Dahl, Karen Grandstrand, Tom Jasper, George Johnson, Vance Opperman, Jim Ramstad, Gary Schwalbach, Barry Winslow, Richard Zona and myself, Bill Cooper. The Board recommends a vote in favor of each of the Directors on the ballot.

Our second order of business is to vote on to approve the increase in the number of authorized shares into TCF’s financial stock – incentive stock program, the Board recommends to vote in favor of this proposal. The third order of business is to vote to approve the amended and restated Directors Stock Grant program, the Board recommends the board in favor of this program. The Board in particular recommends approval on that. The fourth order business is an advisory non-binding Board on executive composition. I’ve recommended approval of that. And the Board recommends the vote in favor of the proposal.

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