UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form  i 8-K

 

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  i May 19, 2022

 

 i DISCOVER FINANCIAL SERVICES

(Exact name of registrant as specified in its charter)

 

Commission File Number:  i 001-33378

 

i Delaware		i 36-2517428
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

 i 2500 Lake Cook Road,  i Riverwoods,  i Illinois  i 60015

(Address of principal executive offices, including zip code)

 i (224)  i 405-0900

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

i ☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

i ☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

i ☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

i ☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading symbol(s)		Name of each exchange on which registered
i Common Stock, par value $0.01 per share		i DFS		i New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  i ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 5.07.

Submission of Matter to a Vote of Security Holders.

Discover Financial Services (the “Company”) held its 2022 Annual Meeting of Shareholders (the “Annual Meeting”) on May 19, 2022.

At the Annual Meeting, the Company’s shareholders voted on three proposals, including the election of directors, and cast their votes as described below.

Proposal 1: Election of Directors. Shareholders elected each of the persons named below as a director for a term expiring at the Company’s next annual meeting of shareholders, or until his or her successor has been duly elected and qualified, as follows:

 

Nominees		Votes FOR				Votes AGAINST				Votes ABSTAIN				Broker Non- Votes
Jeffrey S. Aronin			216,187,278				12,027,622				182,813				24,326,417
Mary K. Bush			206,873,342				21,370,736				153,635				24,326,417
Gregory C. Case			205,093,859				23,123,430				180,423				24,326,417
Candace H. Duncan			224,965,320				3,279,526				152,867				24,326,417
Joseph F. Eazor			226,440,938				1,771,474				185,301				24,326,417
Cynthia A. Glassman			216,959,182				11,279,227				159,305				24,326,417
Roger C. Hochschild			223,920,142				4,315,935				161,637				24,326,417
Thomas G. Maheras			211,843,397				16,371,818				182,498				24,326,417
Michael H. Moskow			221,092,659				7,122,103				182,952				24,326,417
David L. Rawlinson II			227,099,970				1,118,759				178,983				24,326,417
Mark A. Thierer			224,536,525				3,677,982				183,206				24,326,417
Jennifer L. Wong			226,697,390				1,470,213				230,109				24,326,417

Proposal 2: Advisory Vote to Approve Named Executive Officer Compensation. The Company’s shareholders cast their votes for this advisory proposal, as follows:

 

Votes FOR		Votes AGAINST		Votes ABSTAIN		Broker Non-Votes
217,186,608		10,693,552		517,553		24,326,417

Proposal 3: Ratification of Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm. The Company’s shareholders cast their votes for this proposal, as follows:

 

Votes FOR		Votes AGAINST		Votes ABSTAIN		Broker Non-Votes
248,354,190		4,128,745		241,195		0

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

				DISCOVER FINANCIAL SERVICES
Dated May 20, 2022				By:		/s/ D. Christopher Greene
				Name:		D. Christopher Greene
				Title:		Vice President, Secretary and Deputy General Counsel