Schwab Corp Files 8-K on Security Holder Votes

TL;DR

Schwab's voting on preferred stock matters, could be a big deal for shareholders.

AI Summary

On May 23, 2024, The Charles Schwab Corporation filed an 8-K report detailing the submission of matters to a vote of security holders. The filing specifically mentions depositary shares representing ownership interests in preferred stock, including Series J with a 4.450% interest and Series D with a 5.95% interest.

Why It Matters

This filing indicates important corporate actions are being put to a vote by Schwab's security holders, which could impact the company's capital structure and shareholder rights.

Risk Assessment

Risk Level: low — The filing is a routine procedural report regarding security holder votes and does not disclose any immediate financial distress or significant negative events.

Key Numbers

• 4.450% — Preferred Stock Series J Interest Rate (Represents a specific class of preferred stock being voted on.)
• 5.95% — Preferred Stock Series D Interest Rate (Represents another specific class of preferred stock being voted on.)

Key Players & Entities

• The Charles Schwab Corporation (company) — Registrant
• May 23, 2024 (date) — Date of earliest event reported
• 4.450% (dollar_amount) — Interest rate for Series J Preferred Stock
• 5.95% (dollar_amount) — Interest rate for Series D Preferred Stock

FAQ

Filing Documents

• d836336d8k.htm (8-K) — 44KB
• 0001193125-24-149155.txt ( ) — 205KB
• schw-20240523.xsd (EX-101.SCH) — 4KB
• schw-20240523_def.xml (EX-101.DEF) — 14KB
• schw-20240523_lab.xml (EX-101.LAB) — 23KB
• schw-20240523_pre.xml (EX-101.PRE) — 15KB
• d836336d8k_htm.xml (XML) — 7KB

From the Filing

8-K 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 23, 2024 The Charles Schwab Corporation (Exact name of registrant as specified in its charter) Delaware 1-9700 94-3025021 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 3000 Schwab Way Westlake , Texas 76262 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (817) 859-5000 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 5.95% Non-Cumulative Preferred Stock, Series D SCHW PrD New York Stock Exchange Depositary Shares, each representing a 1/40 th 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. Item5.07 Submission of Matters to a Vote of Security Holders. (a) The 2024 Annual Meeting of Stockholders of The Charles Schwab Corporation ("CSC") was held on May 23, 2024. (b) All nominees for directors were elected, and each nominee received more "for" votes than "against" votes cast for the nominee's election. The proposal to ratify the selection of Deloitte & Touche LLP ("Deloitte") as CSC's independent auditors for the 2024 fiscal year was approved. The advisory vote on named executive officer ("NEO") compensation was approved. The stockholder proposal requesting changes to the executive compensation program was not approved. The stockholder proposal on workforce discrimination risk oversight and impact was not approved. The stockholder proposal on pay equity disclosure was not approved. The final voting results were as follows: For Against Abstain Broker Non-Vote 1 Election of Directors (a)Walter W. Bettinger II 1,386,038,893 101,302,966 4,370,072 61,320,014 (b)Joan T. Dea 1,368,188,579 122,383,889 1,139,463 61,320,014 (c)Christopher V. Dodds 1,451,421,642 39,375,004 915,284 61,320,014 (d)Bharat B. Masrani 1,418,614,548 71,717,320 1,380,063 61,320,014 (e)Charles A. Ruffel 1,454,264,747 36,246,410 1,200,774 61,320,014 2 Ratification of the Selection of Deloitte as Independent Auditors 1,460,968,515 91,298,653 764,778 0 3 Advisory Vote to Approve NEO Compensation 1,352,679,636 136,965,265 2,067,030 61,320,014 4 Stockholder Proposal Requesting Changes to the Executive Compensation Program 63,702,064 1,414,674,878 13,334,990 61,320,014 5 Stockholder Proposal on Workforce Discrimination Risk Oversight and Impact 9,187,020 1,474,497,271 8,027,640 61,320,014 6 Stockholder Proposal on Pay Equity Disclosure 344,578,130 1,141,063,479 6,070,322 61,320,014 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 hereunto duly authorized. THE CHARLES SCHWAB CORPORATION Date: May 29, 2024 By: /s/ Peter Crawford Peter Crawford Managing Director and Chief Financial Officer

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View this 8-K filing on SEC EDGAR