UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form8-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 21, 2019 (May 16, 2019)
DISCOVER FINANCIAL SERVICES
(Exact name of registrant as specified in its charter)
Commission FileNumber: 001-33378
Delaware | 36-2517428 | |
(State or other jurisdiction of incorporation) | (IRS Employer Identification No.) |
2500 Lake Cook Road, Riverwoods, Illinois 60015
(Address of principal executive offices, including zip code)
(224)405-0900
(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 Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act
Title of each class | Trading | Name of each exchange on which registered | ||
Common stock, par value $0.01 per share | DFS | 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 Rule12b-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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal year
Discover Financial Services (the “Company”) held its 2019 Annual Meeting of Shareholders (the “Annual Meeting”) on May 16, 2019.
At the Annual Meeting, as described below, the shareholders of the Company approved amendments to the Company’s Amended and Restated Certificate of Incorporation to (i) enable shareholders who have beneficial ownership of at least 25% of the Company’s outstanding shares of common stock to call a special meeting of shareholders, subject to the requirements and procedures set forth in the Amended and Restated Bylaws of the Company and (ii) eliminate supermajority voting requirements in the Company’s Amended and Restated Certificate of Incorporation. In connection with these amendments to the Company’s Amended and Restated Certificate of Incorporation, the Company amended and restated its Bylaws, as of May 16, 2019, to set forth certain limitations and procedures with respect to the right of stockholders to call a special meeting and eliminate supermajority voting requirements, a copy of which is included as Exhibit 3.3 to this filing and incorporated herein by reference. The Bylaws and Amended and Restated Certificate of Incorporation were also amended to make certain related administrative or conforming revisions.
On May 16, 2019, the Company filed with the Secretary of State of Delaware (i) a Certificate of Amendment to its Amended and Restated Certificate of Incorporation, a copy of which is included as Exhibit 3.1 to this filing and incorporated herein by reference and (ii) the Company’s Restated Certificate of Incorporation, a copy of which is included as Exhibit 3.2 to this filing and incorporated herein by reference.
The foregoing description is qualified in its entirety by reference to the full text of the Restated Certificate and Bylaws, which are attached hereto as Exhibit 3.2 and Exhibit 3.3, respectively.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Company’s shareholders voted on six 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 | 257,192,584 | 6,900,608 | 229,943 | 30,909,560 | ||||||||||||
Mary K. Bush | 205,687,446 | 58,336,123 | 299,567 | 30,909,560 | ||||||||||||
Gregory C. Case | 256,153,456 | 7,932,038 | 237,641 | 30,909,560 | ||||||||||||
Candace H. Duncan | 262,409,770 | 1,726,843 | 186,522 | 30,909,560 | ||||||||||||
Joseph F. Eazor | 263,231,431 | 873,150 | 218,555 | 30,909,560 | ||||||||||||
Cynthia A. Glassman | 263,003,912 | 1,131,020 | 188,204 | 30,909,560 | ||||||||||||
Roger C. Hochschild | 261,541,779 | 2,565,702 | 215,654 | 30,909,560 | ||||||||||||
Thomas G. Maheras | 262,805,293 | 1,294,869 | 222,974 | 30,909,560 | ||||||||||||
Michael H. Moskow | 257,578,304 | 6,527,420 | 217,411 | 30,909,560 | ||||||||||||
Mark A. Thierer | 262,664,753 | 1,445,523 | 212,859 | 30,909,560 | ||||||||||||
Lawrence A. Weinbach | 253,554,581 | 10,552,338 | 216,216 | 30,909,560 |
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 | BrokerNon-Votes | |||
241,547,067 | 22,250,536 | 525,532 | 30,909,560 |
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 | BrokerNon-Votes | |||
288,993,825 | 5,912,880 | 325,990 | 0 |
Proposal 4: Amend the Company’s Amended and Restated Certificate of Incorporation to Eliminate Supermajority Voting Requirements. The Company’s shareholders cast their votes for this proposal, as follows:
Votes FOR | Votes AGAINST | Votes ABSTAIN | BrokerNon-Votes | |||
262,703,191 | 1,245,631 | 374,313 | 30,909,560 |
Proposal 5: Amend the Company’s Amended and Restated Certificate of Incorporation to Grant Shareholders the Right to Call Special Meetings. The Company’s shareholders cast their votes for this proposal, as follows:
Votes FOR | Votes AGAINST | Votes ABSTAIN | BrokerNon-Votes | |||
228,467,892 | 6,042,840 | 29,812,403 | 30,909,560 |
Proposal 6: Advisory Vote on Shareholder Proposal Relating to the Right to Call Special Meetings. The Company’s shareholders cast their votes for this advisory proposal, as follows:
Votes FOR | Votes AGAINST | Votes ABSTAIN | BrokerNon-Votes | |||
172,484,333 | 91,091,409 | 747,393 | 30,909,560 |
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit No. | Description | |
3.1 | Certificate of Amendment of Amended and Restated Certificate of Incorporation of Discover Financial Services | |
3.2 | Restated Certificate of Incorporation of Discover Financial Services | |
3.3 | Amended and Restated Bylaws of Discover Financial Services, as amended and restated on May 16, 2019. |
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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 | ||||||
By: | /s/ Jennifer K. Schott | |||||
Dated: May 21, 2019 | Jennifer K. Schott | |||||
Vice President, Assistant General Counsel and Assistant Secretary |