SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-K/A
ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended Commission File Number
December 31, 2001 1-9700
THE CHARLES SCHWAB CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 94-3025021
(State or other jurisdiction (I.R.S. Employer Identification Number)
of incorporation or organization)
120 Kearny Street, San Francisco, CA 94108
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (415) 627-7000
Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Registered
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Common Stock -- $.01 par value New York Stock Exchange
Pacific Stock Exchange
Securities Registered Pursuant to Section 12(g) of the Act: None
THE CHARLES SCHWAB CORPORATION
This Amendment on Form 10-K/A amends Item 13 of the Annual Report on Form
10-K (the Original Form 10-K) filed on March 27, 2002, on behalf of the
Registrant. Item 13 of the Original Form 10-K is hereby amended to add the
following supplemental information:
Item 13. Certain Relationships and Related Transactions
The common stock of The Charles Schwab Corporation (the Company) is listed
on The New York Stock Exchange (NYSE). The NYSE has proposed new rules regarding
independence of directors, including rules relating to the independence of
members of the Audit and Compensation Committees of the Board of Directors. In
addition, the proposed rules would require that the Company establish a
Nominating Committee of the Board consisting solely of independent members. The
proposed rules have not yet been finally approved. The rules as proposed would
affect which of the Company's directors may sit on the Board's committees. The
Company is also in the process of developing additional corporate governance
guidelines. In this context, the Company is considering the following
relationships:
- Mr. Stephen T. McLin is the Chairman and one of the seven members of
the Company's Audit Committee. During 2001, Mr. McLin's son, Stephen
McLin, Jr., was employed by the Company as a Specialist in Technical
Product Development, earning aggregate cash compensation of
approximately $60,000 and receiving options to purchase 125 and 500
shares, respectively, of the Company's common stock at per share
exercise prices of $20.68 and $13.90, respectively. Mr. McLin's
daughter-in-law, Ashley McLin, was also employed by the Company during
2001 as a Branch Client Specialist, earning aggregate cash
compensation of approximately $53,000, and receiving options to
purchase 325, 100, 500 and 200 shares, respectively, of the Company's
common stock at per share exercise prices of $20.68, $18.39, $13.90
and $15.20, respectively.
- Mr. Roger O. Walther is the Chairman and one of the five members of
the Company's Compensation Committee. During 2001, Mr. Walther's
daughter, Wendy Walther, was employed by the Company as a Vice
President of Business Development, earning aggregate cash compensation
of approximately $140,000 and receiving options to purchase 18,250 and
3,650 shares, respectively, of the Company's common stock at per share
exercise prices of $15.02 and $10.20, respectively. Ms. Walther left
the Company in May 2002.
Mr. Charles R. Schwab is the Company's Chairman of the Board and Co-Chief
Executive Officer and does not sit on either the Audit or Compensation
Committee. During 2001, Mr. Schwab's daughter, Carolyn Schwab Pomerantz, was
employed by the Company as a Vice President of Consumer Education, earning
aggregate cash compensation of approximately $200,000, and receiving options to
purchase 1,500, 1,000, 12,500 and 2,500 shares, respectively, of the Company's
common stock at per share exercise prices of $20.90, $20.68, $15.02 and $10.20,
respectively.
SIGNATURE
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 thereunto duly authorized.
THE CHARLES SCHWAB CORPORATION
(Registrant)
Date: August 13, 2002 /s/ Christopher V. Dodds
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Christopher V. Dodds,
Executive Vice President and
Chief Financial Officer