8-KThe WireRoutine
Shareholder Vote
Filed May 18, 2021 · 5y ago · Accession 0000316709-21-000035
Plain English
Material event — a significant development the company must disclose promptly.
Read the source below for the full document.
Filing text
View original ↗UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 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): May 13, 2021
The Charles Schwab Corporation
(Exact name of registrant as specified in its charter)
Commission File Number: 1-9700
Delaware
94-3025021
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
3000 Schwab Way , Westlake , TX 76262
(Address of principal executive offices, including zip code)
( 817 ) 859-5000
(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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ 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
Common Stock – $.01 par value per share SCHW New York Stock Exchange
Depositary Shares, each representing a 1/40th ownership interest in a share of 6.00% Non-Cumulative Preferred Stock, Series C SCHW PrC New York Stock Exchange
Depositary Shares, each representing a 1/40th ownership interest in a share of 5.95% Non-Cumulative Preferred Stock, Series D SCHW PrD New York Stock Exchange
Depositary Shares, each representing a 1/40th ownership interest in a share of 4.450% Non-Cumulative Preferred Stock, Series J SCHW PrJ 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 ☐
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.
THE CHARLES SCHWAB CORPORATION
Date: May 18, 2021 By: /s/ Peter Crawford
Peter Crawford
Executive Vice President and Chief Financial Officer
Filing details
- Company
- SCHWAB CHARLES CORP
- Ticker
- SCHW-PJ
- CIK
- 316709
- Form type
- 8-K
- Filing date
- May 18, 2021
- Report date
- May 13, 2021
- Document
- schw-20210513.htm
- Size
- 254 KB