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iSCHWAB CHARLES CORPifalsei000031670900003167092021-05-132021-05-130000316709us-gaap:CommonStockMember2021-05-132021-05-130000316709us-gaap:SeriesCPreferredStockMember2021-05-132021-05-130000316709us-gaap:SeriesDPreferredStockMember2021-05-132021-05-130000316709schw:SeriesJPreferredStockMember2021-05-132021-05-13
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM i8-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): iMay
13, 2021
The Charles Schwab Corporation
(Exact name of registrant as specified in its charter)
(Address of principal executive offices, including zip code)
(i817)
i859-5000
(Registrant’s telephone number, including area code)
N/A
(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
iCommon Stock – $.01 par value per share
iSCHW
iNew
York Stock Exchange
iDepositary Shares, each representing a 1/40th ownership interest in a share of 6.00% Non-Cumulative Preferred Stock, Series C
iSCHW PrC
iNew
York Stock Exchange
iDepositary Shares, each representing a 1/40th ownership interest in a share of 5.95% Non-Cumulative Preferred Stock, Series D
iSCHW PrD
iNew
York Stock Exchange
iDepositary Shares, each representing a 1/40th ownership interest in a share of 4.450% Non-Cumulative Preferred Stock, Series J
iSCHW PrJ
iNew
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 Matters to a Vote of Security Holders
(a) The Annual Meeting of Stockholders of The Charles Schwab Corporation (CSC) was held on May 13, 2021.
(b) All nominees for directors were elected, and each nominee received more “for” votes than “against” votes cast for his or her election. The proposals for ratification of the selection of Deloitte & Touche LLP as CSC’s independent auditors and the advisory vote on named executive officer compensation were approved. The stockholder proposal requesting disclosure of lobbying policy, procedures and oversight; lobbying expenditures; and participation in organizations engaged in lobbying was not approved. The stockholder proposal
requesting declassification of the board of directors to elect each director annually was approved. The final voting results were as follows:
For
Against
Abstain
Broker Non-Vote
1
Election
of Directors
(a) Walter W. Bettinger II
1,567,351,807
16,465,099
1,101,398
42,199,378
(b) Joan T. Dea
1,418,371,747
165,484,822
1,061,735
42,199,378
(c) Christopher
V. Dodds
1,479,952,395
103,907,473
1,058,436
42,199,378
(d) Mark A. Goldfarb
1,236,434,827
338,539,939
9,943,538
42,199,378
(c) Bharat B. Masrani
1,521,813,245
61,649,308
1,455,751
42,199,378
(c) Charles
A. Ruffel
1,570,251,096
13,524,439
1,142,769
42,199,378
2
Ratification of the selection of Deloitte & Touche LLP as independent auditors
1,559,550,628
66,684,165
882,889
0
3
Advisory
vote to approve named executive officer compensation
1,495,476,997
86,578,454
2,862,853
42,199,378
4
Stockholder Proposal requesting disclosure of lobbying policy, procedures and oversight; lobbying expenditures; and participation in organizations engaged in lobbying
696,152,642
883,179,764
5,585,898
42,199,378
5
Stockholder
Proposal requesting declassification of the board of directors to elect each director annually
1,074,436,383
500,015,398
10,466,523
42,199,378
Signature(s)
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.
