The Compensation, Nominating, Corporate Governance Committee of the Board (the "Committee") is responsible for Director nominations. The Committee consists entirely of independent Directors.
The Committee seeks out nominees for new Directors, as vacancies become available, using the following criteria:
- A majority of the Directors must be independent.
- Nominees for Director must have expertise in general business matters and in areas relevant to the Committee on which they are expected to serve.
- Nominees for Director must have the background, character, skills, and expertise that will qualify them to contribute meaningfully to the success of TCF.
Stockholders may recommend nominees for consideration by the Committee. However, the Committee will make the final determination.
Stockholder-recommended nominees not presented by the deadline listed in TCF's proxy statement for the previous year will not be considered for inclusion in TCF's proxy statement for its Annual Meeting.
Stockholders may send written nomination recommendations for Directors to the following address:
Compensation, Nominating, Corporate Governance Committee
TCF Financial Corporation
Attn: General Counsel-Corporate Secretary
200 Lake Street East
Mail Code EX0-03-A
Wayzata, MN 55391-1693
Nomination recommendations must include information listed in Article II, Section 13 of the TCF Financial Bylaws (a copy of the bylaws is available from the Corporate Secretary by writing to the address listed above).
Stockholders making nomination recommendations must also indicate whether they own more than 5% of TCF's outstanding shares.
The Committee will evaluate all recommended nominees on the criteria listed above, with special emphasis on whether the nominee will meaningfully contribute to the success of TCF.