UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of report: May 6, 2014
(Date of earliest event reported)
E*TRADE FINANCIAL CORPORATION
(Exact name of registrant as specified in charter)
| Delaware | 1-11921 | 94-2844166 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
1271 Avenue of the Americas, 14th Floor, New York, New York 10020
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (646) 521-4300
______________________________
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))
Item 5.07. Submission of Matters to a Vote of Security Holders
At the Company’s Annual Meeting of Stockholders held on May 6, 2014, stockholders considered three proposals, each of which is described in more detail in the Company’s definitive proxy statement filed on March 25, 2014 for the Annual Meeting of Stockholders.
The vote results detailed below represent the final results as certified by the Inspector of Elections:
Proposal 1
Election of eleven directors for a term that will end at the Company’s Annual Meeting of Stockholders in 2015.
| Director | For | Against | Abstain | Broker Non-Vote |
| Richard J. Carbone | 227,657,380 | 1,189,999 | 180,032 | 25,663,264 |
| Mohsen Z. Fahmi | 227,649,575 | 1,184,529 | 193,307 | 25,663,264 |
| Christopher M. Flink | 227,643,093 | 1,191,875 | 192,443 | 25,663,264 |
| Paul T. Idzik | 228,339,148 | 506,913 | 181,350 | 25,663,264 |
| Frederick W. Kanner | 227,646,629 | 1,199,942 | 180,840 | 25,663,264 |
| James Lam | 227,672,278 | 1,174,238 | 180,895 | 25,663,264 |
| Rodger A. Lawson | 227,669,918 | 1,176,853 | 180,640 | 25,663,264 |
| Rebecca Saeger | 227,580,044 | 1,271,706 | 175,661 | 25,663,264 |
| Joseph L. Sclafani | 227,655,220 | 1,191,291 | 180,900 | 25,663,264 |
| Joseph M. Velli | 227,637,365 | 1,208,879 | 181,167 | 25,663,264 |
| Donna L. Weaver | 226,194,838 | 2,695,024 | 137,549 | 25,663,264 |
Proposal 2
Approval, by a non-binding advisory vote, of compensation paid by the Company to its Named Executive Officers.
| For | Against | Abstain | Broker Non-Vote |
| 216,389,040 | 12,313,735 | 324,636 | 25,663,264 |
Proposal 3
Ratification of the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the Company for 2014.
Item 8.01. Other Events
On May 6, 2014, the Company’s Board approved amendments to each of the Company’s Corporate Governance Guidelines, Audit Committee Charter, Compensation Committee Charter, Governance Committee Charter and Risk Oversight Committee Charter.
The Corporate Governance Guidelines, Audit Committee Charter, Compensation Committee Charter, Governance Committee Charter and Risk Oversight Committee Charter, are filed as Exhibits 99.1, 99.2, 99.3, 99.4 and 99.5, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Corporate Governance Guidelines, as amended May 6, 2014 | |
| 99.2 | Audit Committee Charter, as amended May 6, 2014 | |
| 99.3 | Compensation Committee Charter, as amended May 6, 2014 | |
| 99.4 | Governance Committee Charter, as amended May 6, 2014 | |
| 99.5 | Risk Oversight Committee Charter, as amended May 6, 2014 |
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.
| E*TRADE FINANCIAL CORPORATION | ||
| Dated: May 7, 2014 | By: | /s/Karl A. Roessner |
| Name: Karl A. Roessner | ||
| Title: Corporate Secretary | ||