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 6, 2021

 

 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 2021 Annual Meeting of Shareholders (the “Annual Meeting”) on May 5, 2021.

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		233,884,260		10,581,056		206,020		27,386,573
Mary K. Bush		213,292,625		31,185,164		193,547		27,386,573
Gregory C. Case		231,978,732		12,488,059		204,544		27,386,573
Candace H. Duncan		242,782,372		1,697,630		191,334		27,386,573
Joseph F. Eazor		243,305,216		1,161,632		204,487		27,386,573
Cynthia A. Glassman		237,502,216		6,990,255		178,865		27,386,573
Roger C. Hochschild		239,198,855		5,271,840		200,641		27,386,573
Thomas G. Maheras		237,501,502		6,948,064		221,769		27,386,573
Michael H. Moskow		236,544,674		7,920,878		205,784		27,386,573
David L. Rawlinson II		243,872,397		593,572		205,366		27,386,573
Mark A. Thierer		241,698,727		2,776,448		196,161		27,386,573
Jennifer L. Wong		242,757,368		1,713,380		200,587		27,386,573

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
232,765,394		11,411,258		494,683		27,386,573

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
266,775,225		5,061,338		221,346		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 6, 2021				By:		/s/ D. Christopher Greene
				Name:		D. Christopher Greene
				Title:		Vice President, Secretary and Deputy General Counsel