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): July 23, 2020
The Charles Schwab Corporation
(Exact name of registrant as specified in its charter)
Commission File Number: 1-9700
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| Delaware |
| 94-3025021 |
| (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
211 Main Street, San Francisco, CA 94105
(Address of principal executive offices, including zip code)
(415) 667-7000
(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:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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: |
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| 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 |
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| 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. ☐
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On July 23, 2020, at a meeting of the Board of Directors (Board) of The Charles Schwab Corporation (CSC), the Board elected Marianne C. Brown and Gerri K. Martin-Flickinger as directors effective August 1, 2020. Ms. Brown and Ms. Martin-Flickinger will serve as members of the class of directors whose term expires at the annual meeting of stockholders in 2023. The Board determined Ms. Brown and Ms. Martin-Flickinger to be independent under the independence standards of the New York Stock Exchange.
On July 23, 2020, Roger O. Walther announced his decision to retire from the Board, effective on December 31, 2020. The Board appointed Paula A. Sneed to serve as Chair of the Compensation Committee, effective upon Mr. Walther’s retirement.
The new directors will each receive compensation for their services on the Board in accordance with CSC’s standard compensatory arrangement for non-employee directors, including an annual retainer of $100,000 and an annual equity grant with an aggregate value of $185,000, split 40% in stock options, and 60% in restricted stock units.
A copy of the press release announcing these matters is attached to this report as Exhibit 99.1.
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| Item 9.01 | Financial Statements and Exhibits |
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| (d) | | Exhibits |
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| Exhibit No. | | Description |
| 99.1 | | |
| 104 | | Cover Page Interactive Data File – the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
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.
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| | | THE CHARLES SCHWAB CORPORATION |
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| Date: July 27, 2020 | By: | /s/ Peter Crawford |
| | | Peter Crawford |
| | | Executive Vice President and Chief Financial Officer |
