PROXY STATEMENT
INTRODUCTION
The Capitol Federal Financial Board of Directors is using this proxy statement to solicit proxies from the
holders of common stock of Capitol Federal Financial for use at Capitol Federal Financial's upcoming annual meeting
of shareholders. The annual meeting of shareholders will be held at 10:00 a.m. local time on Tuesday, January 25, 2005
at the Bradbury Thompson Center, 1700 S.W. Jewell, located on the Washburn University Campus, in Topeka, Kansas.
At the meeting, shareholders will be asked to vote on two proposals. The proposals are set forth in the accompanying
Notice of Annual Meeting of Shareholders and are described in more detail below. Shareholders also will consider any
other matters that may properly come before the meeting, although the Board of Directors knows of no other business
to be presented. Capitol Federal Financial is referred to in this proxy statement from time to time as "Capitol Federal
Financial" or the "Company." Certain of the information in this proxy statement relates to Capitol Federal Savings Bank
("Capitol Federal Savings"), a wholly owned subsidiary of the Company.
By submitting your proxy, either by executing and returning the enclosed proxy card or by voting electronically
via the Internet or by telephone, you authorize the Company's Board of Directors to represent you and vote your shares
at the meeting in accordance with your instructions. The Board of Directors also may vote your shares to adjourn the
meeting from time to time and will be authorized to vote your shares at any adjournments or postponements of the
meeting.
This proxy statement and the accompanying materials are being mailed to shareholders on or about
December 28, 2004.
Your proxy vote is important. Whether or not you plan to attend the meeting, please submit your proxy
promptly either in the enclosed envelope, via the Internet or by telephone.
INFORMATION ABOUT THE ANNUAL MEETING
What is the purpose of the annual meeting?
At the annual meeting, shareholders will be asked to vote on the following proposals:
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Proposal 1.
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The election of three directors of Capitol Federal Financial.
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Proposal 2.
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The ratification of the appointment of Deloitte & Touche LLP as Capitol Federal
Financial's independent auditors for the fiscal year ending September 30, 2005.
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The shareholders also will transact any other business that may properly come before the meeting. Members of our
management team will be present at the meeting to respond to appropriate questions from shareholders.
Who is entitled to vote?
The record date for the meeting is December 3, 2004. Only shareholders of record at the close of business on
that date are entitled to notice of and to vote at the meeting. The only class of stock entitled to be voted at the meeting
is Capitol Federal Financial common stock. Each outstanding share of common stock is entitled to one vote for all
matters before the meeting. At the close of business on the record date there were 74,067,526 shares of common stock outstanding.
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What if my shares are held in "street name" by a broker?
If you are the beneficial owner of shares held in "street name" by a broker, your broker, as the record holder
of the shares, is required to vote those shares in accordance with your instructions. If you do not give instructions to your
broker, your broker will nevertheless be entitled to vote the shares with respect to "discretionary" items, but will not be
permitted to vote your shares with respect to any "non-discretionary" items. In the case of non-discretionary items, the
shares will be treated as "broker non-votes." Whether an item is discretionary is determined by the exchange rules
governing your broker. Each of the proposals described in this proxy statement is expected to be considered a
discretionary item.
What if my shares are held in Capitol Federal Financial's employee stock ownership plan?
We maintain an employee stock ownership plan which owns approximately 4.0% of Capitol Federal Financial's
common stock. Employees of Capitol Federal Financial and Capitol Federal Savings participate in the employee stock
ownership plan. Each participant instructs the trustee of the plan how to vote the shares of common stock allocated to
his or her account under the employee stock ownership plan. If a participant properly executes the voting instruction
card distributed by the trustee, the trustee will vote the participant's shares in accordance with the instructions. Where
properly executed voting instruction cards are returned to the trustee with no specific instruction as to how to vote at the
annual meeting, the trustee will vote the shares "FOR" each of the proposals set forth in this proxy statement. In the
event the participant fails to give timely voting instructions to the trustee with respect to the voting of the common stock
that is allocated to his or her employee stock ownership plan account, the trustee will vote such shares "FOR" each of
the proposals set forth in this proxy statement. The trustee will vote the shares of Capitol Federal Financial common
stock held in the employee stock ownership plan but not allocated to any participant's account in the same proportion
as directed by the participants who directed the trustee as to the manner of voting their allocated shares in the employee
stock ownership plan with respect to each proposal.
How many shares must be present to hold the meeting?
A quorum must be present at the meeting for any business to be conducted. The presence at the meeting, in
person or by proxy, of the holders of a majority of the shares of common stock outstanding on the record date will
constitute a quorum. Proxies received but marked as abstentions or broker non-votes will be included in the calculation
of the number of shares considered to be present at the meeting.
What if a quorum is not present at the meeting?
If a quorum is not present at the scheduled time of the meeting, the shareholders who are represented may
adjourn the meeting until a quorum is present. The time and place of the adjourned meeting will be announced at the
time the adjournment is taken, and no other notice will be given. An adjournment will have no effect on the business
that may be conducted at the meeting.
How do I vote?
1.
YOU MAY VOTE BY MAIL.
If you properly complete and sign the accompanying proxy card and return it in
the enclosed envelope, it will be voted in accordance with your instructions.
2.
YOU MAY VOTE BY TELEPHONE.
If you are a registered shareholder, that is, if you hold your stock in your
own name, you may vote by telephone by following the instructions included on the proxy card. If you vote by
telephone, you do not have to mail in your proxy card.
3.
YOU MAY VOTE ON THE INTERNET.
If you are a registered shareholder, that is, if you hold your stock in your
own name, you may vote on the Internet by following the instructions included on the proxy card. If you vote on the
Internet, you do not have to mail in your proxy card.
4.
YOU MAY VOTE IN PERSON AT THE MEETING
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If you plan to attend the annual meeting and wish to vote in
person, we will give you a ballot at the annual meeting. However, if your shares are held in the name of your broker,
bank or other nominee, you will need to obtain a proxy form from the institution that holds your shares indicating that
you were the beneficial owner of Capitol Federal Financial common stock on December 3, 2004, the record date for
voting at the annual meeting.
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Can I vote by telephone or on the Internet if I am not a registered shareholder?
If your shares are held in "street name" by a broker or other nominee, you should check the voting form used
by that firm to determine whether you will be able to vote by telephone or on the Internet.
Can I change my vote after I submit my proxy?
If you are a registered shareholder, you may revoke your proxy and change your vote at any time before the
polls close at the meeting by:
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signing another proxy with a later date;
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voting by telephone or on the Internet -- your latest telephone or Internet vote will be counted;
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giving written notice of the revocation of your proxy to the Secretary of Capitol Federal Financial prior to the annual meeting; or
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voting in person at the annual meeting.
If you have instructed a broker, bank or other nominee to vote your shares, you must follow directions received
from your nominee to change those instructions.
What if I do not specify how my shares are to be voted?
If you submit an executed proxy but do not indicate any voting instructions, your shares will be voted:
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FOR the election of the three director nominees to Capitol Federal Financial's Board of Directors; and
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FOR ratification of the appointment of Deloitte & Touche LLP as Capitol Federal Financial's independent auditors for the fiscal year ending September 30, 2005.
Will any other business be conducted at the annual meeting?
The Board of Directors knows of no other business that will be presented at the meeting. If any other proposal
properly comes before the shareholders for a vote at the meeting, however, the proxy holders will vote your shares in
accordance with their best judgment.
How many votes are required to approve the proposals?
Director nominees who receive the highest number of votes for the positions to be filled will be elected.
Ratification of the appointment of Deloitte & Touche LLP as Capitol Federal Financial's independent auditors requires
the affirmative vote of the majority of votes cast on the matter, in person or by proxy, at the annual meeting. Capitol
Federal Savings Bank MHC, which owns 70.5% of Capitol Federal Financial's outstanding common stock, intends to
vote its shares in favor of each of the director nominees and in favor of the ratification of the appointment of Deloitte
& Touche LLP as Capitol Federal Financial's independent auditors for the fiscal year ending September 30, 2005.
How will withheld votes and abstentions be treated?
If you withhold authority to vote for one or more director nominees or if you abstain from voting on the proposal
to ratify the appointment of the independent auditors, your shares will still be included for purposes of determining
whether a quorum is present. In addition, if you abstain from voting on the ratification of the appointment of the
independent auditors, your shares will be included in the number of shares voting on that proposal and, consequently,
your abstention will have the same practical effect as a vote against that proposal.
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How will broker non-votes be treated?
Shares treated as broker non-votes on one or more proposals will be included for purposes of calculating the
presence of a quorum. Otherwise, shares represented by broker non-votes will be treated as shares not entitled to vote
on a proposal. Consequently, any broker non-votes will have the following effects:
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Proposal 1.
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Broker non-votes will have no effect on the election of directors.
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Proposal 2.
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Broker non-votes will not be counted in determining the number of shares necessary
for ratification of the appointment of the Company's independent auditors and will,
therefore, reduce the absolute number, but not the percentage, of the affirmative votes
required for the approval of this proposal.
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STOCK OWNERSHIP
The following table presents information regarding the beneficial ownership of Capitol Federal Financial
common stock as of December 3, 2004, by:
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Capitol Federal Savings Bank MHC, which is the only shareholder known by management to beneficially
own more than five percent of the outstanding common stock of Capitol Federal Financial;
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each director of Capitol Federal Financial and nominee for election;
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each executive officer of Capitol Federal Financial named in the "Summary Compensation Table" appearing below; and
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all of the executive officers, directors and director nominees as a group.
The persons named in the following table have sole voting and investment powers for all shares of common
stock shown as beneficially owned by them, subject to community property laws where applicable and except as
indicated in the footnotes to this table. The address of each of the beneficial owners, except where otherwise indicated,
is the same address as that of Capitol Federal Financial. An asterisk (*) in the table indicates that an individual
beneficially owns less than one percent of the outstanding common stock of Capitol Federal Financial. Beneficial
ownership is determined in accordance with the rules of the Securities and Exchange Commission (the "SEC"). As of
December 3, 2004, there were 74,067,526 shares of Capitol Federal Financial common stock outstanding.
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Name of Beneficial Owner
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Beneficial
Ownership
(1)
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Percent of
Common Stock
Outstanding
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Significant Shareholder
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Capitol Federal Savings Bank MHC
700 S. Kansas Avenue
Topeka, Kansas 66603
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52,192,817
(2)
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70.5%
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Directors, Director Nominees and Executive Officers
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John C. Dicus, Chairman of the Board
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705,269
(3)
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*
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B. B. Andersen, Director
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161,024
(4)
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*
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John B. Dicus, President, Chief Executive Officer and Director
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690,991
(5)
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*
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Jeffrey M. Johnson, Director Nominee
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0
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*
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Robert B. Maupin, Director
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145,000
(6)
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*
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Michael T. McCoy, Director Nominee
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0
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*
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Carl W. Quarnstrom, Director
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114,000
(7)
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*
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Jeffrey R. Thompson, Director
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1,200
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*
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Marilyn S. Ward, Director
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75,250
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*
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Richard J. Aleshire, Executive Vice President for Retail Operations
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191,458
(8)
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*
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Larry K. Brubaker, Executive Vice President for Corporate Services
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216,270
(9)
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*
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Neil F.M. McKay, Executive Vice President, Chief Financial Officer
and Treasurer
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112,526
(10)
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*
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Directors, director nominees and executive officers of
Capitol Federal Financial as a group (14 persons)
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2,553,531
(11)
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3.4%
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___________________
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(1)
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Included in the shares beneficially owned by the named individuals are options to purchase shares of Capitol Federal Financial
common stock which are currently exercisable or which will become exercisable within 60 days after December 3, 2004, as
follows: John C. Dicus - 267,465 shares; Mr. Andersen - 20,000 shares; John B. Dicus - 320,775 shares; Mr. Maupin - 20,000
shares; Mr. Quarnstrom - 40,000 shares; Mr. Aleshire - 63,775 shares; and Mr. Brubaker - 95,800 shares.
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(2)
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As reported by Capitol Federal Savings Bank MHC in a Schedule 13D dated March 31, 1999, which reported sole voting and
dispositive power with respect to 52,192,817 shares.
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(3)
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Includes 127,500 shares held in the Barbara B. Dicus Living Trust, of which John C. Dicus is a co-trustee.
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(4)
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Includes 124,873 shares held in a trust for the benefit of Mr. Andersen's spouse, of which Mr. Andersen is sole trustee.
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(5)
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Includes 50,000 shares held jointly with Mr. John B. Dicus' spouse.
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(6)
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Includes 5,000 shares held solely by Mr. Maupin's spouse. Mr. Maupin will be retiring as a director upon the election of his successor at the annual meeting.
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(7)
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Includes 807 shares held solely by Mr. Quarnstrom's spouse and 4,486 shares held jointly with Mr. Quarnstrom's spouse. Mr. Quarnstrom will be retiring as a director upon the election of his successor at the annual meeting.
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(8)
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Includes 18,025 shares held solely by Mr. Aleshire's spouse.
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(9)
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Includes 103,417 shares of common stock held in the Brubaker Family Trust for which Mr. Brubaker is a co-trustee with his spouse and 328 shares of common stock which Mr. Brubaker holds jointly with his son.
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(10)
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Includes 93,055 shares held jointly with Mr. McKay's spouse.
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(11)
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Includes shares held directly, as well as shares held by and jointly with certain family members, shares held in retirement accounts, shares held by trusts of which the individual or group member is a trustee or substantial beneficiary or shares held in another fiduciary capacity with respect to which shares the individual or group member may be deemed to have sole or shared voting and/or investment powers. This amount also includes an aggregate of 840,961 shares of common stock issuable upon exercise of the stock options which are currently exercisable or which will become exercisable within 60 days after December 3, 2004.
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PROPOSAL I
ELECTION OF DIRECTORS
Capitol Federal Financial's Board of Directors is composed of seven members, each of whom is also a director
of Capitol Federal Savings. Approximately one-third of the directors are elected annually. Directors of Capitol Federal
Financial are elected to serve for a three-year term or until their respective successors are elected and qualified. In
September 2003, Capitol Federal Financial's Board of Directors amended the Company's bylaws to provide that no
person who has reached age 75 may be elected or re-elected to the Board of Directors. As a result of this mandatory
retirement age provision, Directors Robert B. Maupin and Carl W. Quarnstrom, who have served as directors of Capitol
Federal Savings since 1973 and 1985, respectively, and of Capitol Federal Financial since its inception in March 1999,
will retire from the Board of Directors upon the expiration of their current terms at the annual meeting. The Company
thanks Messrs. Maupin and Quarnstrom for their guidance and many years of dedicated service.
The following table sets forth certain information regarding the composition of Capitol Federal Financial's
Board of Directors, including each director's term of office. The Board of Directors, acting on the recommendations
of the Nominating Committee, has recommended and approved the nominations of Jeffrey M. Johnson, Michael T.
McCoy and Marilyn S. Ward to serve as directors, each for a term of three years to expire at the annual meeting of
shareholders to be held in 2008. Except for Ms. Ward, none of the nominees currently serve as directors of Capitol
Federal Financial. It is intended that the proxies solicited on behalf of the Board of Directors (other than proxies in
which the vote is withheld as to a nominee) will be voted at the annual meeting "FOR" the election of the director
nominees. If a nominee is unable to serve, the shares represented by all valid proxies will be voted for the election of
such substitute nominee as the Board of Directors, acting on the recommendations of the Nominating Committee, may
recommend. At this time, the Board of Directors knows of no reason why a nominee might be unable to serve if elected.
Except as disclosed in this proxy statement, there are no arrangements or understandings between any nominee and any
other person pursuant to which the nominee was selected.
Name
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Age
(1)
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Position(s) Held in
Capitol Federal Financial
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Director
Since
(2)
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Term of
Office
Expires
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NOMINEES
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Jeffrey M. Johnson
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38
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Nominee
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---
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2008
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Michael T. McCoy, M.D.
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55
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Nominee
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---
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2008
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Marilyn S. Ward
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65
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Director
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1977
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2008
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DIRECTORS REMAINING IN OFFICE
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B. B. Andersen
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68
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Director
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1981
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2006
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John C. Dicus
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71
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Chairman of the Board
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1963
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2006
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John B. Dicus
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43
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President, Chief Executive Officer
and Director
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1989
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2007
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Jeffrey R. Thompson
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43
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Director
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2004
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2007
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____________________
(1) As of September 30, 2004.
(2) Includes service as a director of Capitol Federal Savings.
The business experience of each director and director nominee for at least the past five years is set forth below.
Jeffrey M. Johnson
. Mr. Johnson is President of Flint Hills National Golf Club, Andover, Kansas, a position
he has held since March 2003. From March 1997 until joining Flint Hills, Mr. Johnson was an investment advisor with
Raymond James Financial Services in Wichita, Kansas. Before that, he served in a variety of restaurant management
positions with Lone Star Steakhouse & Saloon, Inc. and Coulter Enterprises, Inc. Mr. Johnson is also part-owner of
several restaurants in Lawrence, Manhattan and Wichita, Kansas. Mr. Johnson was recommended to the Nominating
Committee by John B. Dicus, President and Chief Executive Officer of Capitol Federal Financial and Capitol Federal
Savings.
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Michael T. McCoy, M.D.
Dr. McCoy, an orthopedic surgeon in private practice, also is the Chief of
Orthopedic Surgery at Stormont Vail Regional Medical Center in Topeka, Kansas, a position he has held since October
2004. He previously served as Chief of Surgery at Stormont Vail from January 1987 to January 1988. Dr. McCoy is
a member of the Kansas Medical Society, the Shawnee County Medical Society, the American Academy of Orthopedic
Surgeons and the American Orthopedic Society for Sports Medicine. Dr. McCoy was recommended to the Nominating
Committee by John B. Dicus.
Marilyn S. Ward
. From 1985 until her retirement in 2004, Ms. Ward was Executive Director of ERC/Resource
& Referral, a family resource center located in Topeka, Kansas.
B.B. Andersen
. Mr. Andersen has had a life long career in construction and development activities. He is
currently involved in various real estate development projects in Colorado and Missouri.
John C. Dicus
. Mr. Dicus has served as Chairman of the Board of Directors of Capitol Federal Savings since
1989 and Capitol Federal Financial since its inception in March 1999. Prior to January 1, 2003, he also served as Chief
Executive Officer of Capitol Federal Savings since 1989 and Capitol Federal Financial since March 1999. He has been
associated with Capitol Federal Savings in various capacities since 1959, and served as President of Capitol Federal
Savings from 1969 until 1996. He is the father of Mr. John B. Dicus.
John B. Dicus
. Mr. Dicus became President and Chief Executive Officer of Capitol Federal Savings and
Capitol Federal Financial effective January 1, 2003. Prior to his appointment as Chief Executive Officer, he served as
President and Chief Operating Officer for Capitol Federal Savings since 1996 and for Capitol Federal Financial since
its inception in March 1999. Before that, he served as the Executive Vice President of Corporate Services for Capitol
Federal Savings for four years. He has been with Capitol Federal Savings in various other positions since 1985. He
is the son of Mr. John C. Dicus.
Jeffrey R. Thompson.
Since 2002, Mr. Thompson has served as Chief Financial Officer of Salina Vortex
Corp., a Salina, Kansas-based manufacturing company. From 2001 to 2002, he served as Vice President, Supply Chain,
for The Coleman Company, Wichita, Kansas, a manufacturer and marketer of consumer products. From 1992 to 2001,
he served in a variety of capacities for Koch Industries, Inc., Wichita, Kansas, including President of Koch Financial
Services, Inc. from 1998 to 2001. From 1986 to 1992, he worked in several positions for Chrysler Capital Public
Finance, Kansas City, Missouri, primarily in the areas of originating, underwriting and servicing tax-exempt municipal
leases. Mr. Thompson is a certified public accountant.
Director Independence
The Board of Directors of Capitol Federal Financial has determined that the following directors, constituting
a majority of the Board, are "independent directors," as that term is defined in Rule 4200 of the Marketplace Rules of
the National Association of Securities Dealers, Inc. (the "NASD"): Directors Andersen, Maupin, Thompson and Ward.
As noted above, Messrs. Maupin and Quarnstrom will be retiring as directors of Capitol Federal Financial upon the
election of their successors at the annual meeting. Jeffrey M. Johnson and Michael T. McCoy, who have been
nominated to succeed to Messrs. Maupin's and Quarnstrom's directorships, will be independent directors, if elected.
Board Meetings and Committees
Meetings of Capitol Federal Financial's Board of Directors are generally held on a quarterly basis. Meetings
of Capitol Federal Savings' Board of Directors, the membership of which is identical to Capitol Federal Financial's
Board of Directors, are generally held on a monthly basis. For the fiscal year ended September 30, 2004, the Board of
Directors of Capitol Federal Financial held ten meetings and the Board of Directors of Capitol Federal Savings held
16 meetings. During fiscal year 2004, no incumbent director attended fewer than 75% of the aggregate of the total
number of meetings of each Board and the total number of meetings held by the committees of each Board on which
committees he or she served.
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Capitol Federal Financial's Board of Directors has standing Executive, Compensation, Stock Benefit, Audit
and Nominating Committees. The following is a summary of the principal committees of the Company's Board of
Directors.
The Executive Committee is currently comprised of John C. Dicus (Chairperson) and Directors John B. Dicus,
Andersen and Maupin. The Executive Committee meets on an as needed basis and exercises the power of the Board
of Directors between Board meetings, to the extent permitted by applicable law. This committee is responsible for
formulating and implementing policy decisions, subject to review by the entire Board of Directors. The Executive
Committee did not meet during fiscal year 2004.
The Compensation Committee is currently comprised of Directors Andersen (Chairperson), Maupin, Thompson
and Ward. The Compensation Committee is responsible for reviewing all issues pertaining to executive compensation,
reviewing and recommending all changes in employee benefit plans and making recommendations to the Board
regarding director compensation. In fiscal year 2004, this committee met two times at the Company level; the
Compensation Committee for Capitol Federal Savings, which serves the same function and has the identical makeup,
also met two times during fiscal year 2004.
The Stock Benefit Committee is currently comprised of Directors Andersen (Chairperson) and Ward. The
Stock Benefit Committee is principally responsible for administering Capitol Federal Financial's Stock Option and
Incentive Plan and its Recognition and Retention Plan. This committee met once during fiscal year 2004.
The Audit Committee is currently comprised of Directors Ward (Chairperson), Andersen, Maupin and
Thompson, each of whom is "independent," as independence for audit committee members is defined in the NASD
Marketplace Rules. The Board of Directors of Capitol Federal Financial has determined that Mr. Thompson is an "audit
committee financial expert," as defined in the SEC's rules.
The Audit Committee of Capitol Federal Financial operates under a written charter adopted by the full Board
of Directors, a copy of which is attached to this proxy statement as Appendix A. The Audit Committee is appointed
by the Company's Board of Directors to provide assistance to the Board in fulfilling its oversight responsibility relating
to the integrity of the Company's consolidated financial statements and the financial reporting processes, the systems
of internal accounting and financial controls, compliance with legal and regulatory requirements, the annual independent
audit of the Company's consolidated financial statements, the independent auditors' qualifications and independence,
the performance of the Company's internal audit function and independent auditors and any other areas of potential
financial risks to the Company specified by its Board of Directors. The Audit Committee also is responsible for hiring,
retaining and terminating the Company's independent auditors. The Audit Committee met eight times in fiscal 2004.
During fiscal year 2004, the full Board of Directors acted as a nominating committee for the selection of
nominees for election as directors at the annual meeting of shareholders held in January 2004 and met one time for this
purpose. In August 2004, the Board of Directors appointed a separate Nominating Committee, comprised of Directors
Thompson (Chairperson), Andersen, Maupin and Ward, each of whom is an "independent director," as that term is
defined in the NASD Marketplace Rules. The Nominating Committee is responsible for identifying and recommending
director candidates to serve on the Board of Directors. Final approval of director nominees is determined by the full
Board, based on the recommendations of the Nominating Committee. The nominees for election at the meeting
identified in this Proxy Statement were recommended to the Board by the newly appointed Nominating Committee.
The Nominating Committee operates under a formal written charter adopted by the Board, a copy of which is
attached to this proxy statement as Appendix B, under which the Nominating Committee has the following
responsibilities:
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(i)
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recommend to the Board the appropriate size of the Board and assist in identifying, interviewing and recruiting candidates for the Board;
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(ii)
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recommend candidates (including incumbents) for election and appointment to the Board of Directors,
subject to the provisions set forth in the Company's charter and bylaws relating to the nomination or
appointment of directors, based on the following criteria: business experience, education, integrity
and reputation, independence, conflicts of interest, diversity, age, number of other directorships and
commitments (including charitable organizations), tenure on the Board, attendance at Board and
committee meetings, stock ownership, specialized knowledge (such as an understanding of banking,
accounting, marketing, finance, regulation and public policy) and a commitment to the Company's
communities and shared values, as well as overall experience in the context of the needs of the Board
as a whole;
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(iii)
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review nominations submitted by shareholders, which have been addressed to the Company's
Secretary, and which comply with the requirements of the Company's charter and bylaws.
Nominations from shareholders will be considered and evaluated using the same criteria as all other
nominations;
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(iv)
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annually recommend to the Board committee assignments and committee chairs on all committees of
the Board, and recommend committee members to fill vacancies on committees as necessary; and
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(v)
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perform any other duties or responsibilities expressly delegated to the Committee by the Board.
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Nominations of persons for election to the Board of Directors may be made only by or at the direction of the
Board of Directors or by any shareholder entitled to vote for the election of directors who complies with the notice
procedures. Pursuant to the Company's bylaws, nominations by shareholders must be delivered in writing to the
Secretary of Capitol Federal Financial at least five days prior to the date of the annual meeting.
Shareholder Communications with Directors
Shareholders may communicate directly with the Board of Directors by writing to: James D. Wempe, Investor
Relations, Capitol Federal Financial, 700 S. Kansas Avenue, Topeka, Kansas 66603.
Board Member Attendance at Annual Shareholder Meetings
Although the Company does not have a formal policy regarding director attendance at annual shareholder
meetings, directors are expected to attend these meetings absent extenuating circumstances. Every director of the
Company attended last year's annual meeting of shareholders.
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