DEFA14A 1 ltcf2018-defa14a.htm TCF FINANCIAL CORP - DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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 Pursuant to ss.240.14a-12

(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 the appropriate box):
	No fee required.
	Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
	(1) Title of each class of securities to which transaction applies:
	(2) Aggregate number of securities to which transaction applies:
	(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4) Proposed maximum aggregate value of transaction:
	(5) Total fee paid:
	Fee paid previously with preliminary materials.
	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1) Amount Previously Paid:
	(2) Form, Schedule or Registration Statement No.:
	(3) Filing Party:
	(4) Date Filed:

*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the
Annual Stockholder Meeting to Be Held on April 25, 2018.


	Meeting Information
TCF FINANCIAL CORPORATION	Meeting Type: For holders as of:		Annual Meeting February 26, 2018
	Date: April 25, 2018 Time: 4:00 p.m., Central Time
TCF FINANCIAL CORPORATION 200 LAKE STREET EAST MAIL CODE EX0-01-G WAYZATA, MN 55391	Location:	Marriott Minneapolis West 9960 Wayzata Boulevard St. Louis Park, MN 55426
	Attending The Meeting: If you plan to attend the Meeting, you will be required to present a valid form of photo identification to be admitted.
	Directions:
	* From I-169, exit on Betty Crocker Drive/Shelard Parkway
	* Go west and follow Shelard Parkway 3/4 mile to hotel located on left

	You are receiving this communication because you hold shares in TCF Financial Corporation. This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side). We encourage you to access and review all of the important information contained in the proxy materials before voting. This Notice also constitutes notice of the 2018 Annual Meeting of Stockholders.
	See the reverse side of this notice to obtain proxy materials and voting instructions.

E36343-P01618

		Before You Vote
		Before You Vote

How to Access the Proxy Materials


Proxy Materials Available to VIEW or RECEIVE:

NOTICE AND PROXY STATEMENT ANNUAL REPORT

How to View Online: Have the information that is printed in the box marked by the arrow (located on the following page) and visit: www.proxyvote.com.

How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
	1)	BY INTERNET:	www.proxyvote.com
	2)	BY TELEPHONE:	1-800-579-1639
	3)	BY E-MAIL*:	sendmaterial@proxyvote.com

* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line.

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 11, 2018 to facilitate timely delivery.

		How To Vote
		How To Vote

Please Choose One of the Following Voting Methods


	Vote In Person: If you plan to attend the Meeting, you will be required to present a valid form of photo identification to be admitted. At the Meeting, you will need to request a ballot to vote these shares.

	Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow (located on the following page) available and follow the instructions.

	Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

E36344-P01618


Voting Items
The Board of Directors recommends you vote FOR the following:

1.	Election of 13 Directors, each to serve a one-year term

	Nominees:

The Board of Directors recommends you vote FOR the following proposals:

2.	Approve the Amended and Restated TCF Financial 2015 Omnibus Incentive Plan to Increase the Number of Shares Authorized by 4 Million Shares.

3.	Approve the Amended and Restated Directors Stock Grant Program to Increase the Value of the Annual Grant of Restricted Stock to $55,000.

4.	Advisory (Non-Binding) Vote to Approve Executive Compensation as Disclosed in the Proxy Statement.

5.	Advisory (Non-Binding) Vote to Ratify the Appointment of KPMG LLP as Independent Registered Public Accountants for 2018.

E36345-P01618

E36346-P01618