Schwab Corp. Files 8-K: Board & Officer Changes

Ticker: SCHW-PJ · Form: 8-K · Filed: Oct 1, 2024 · CIK: 316709

Sentiment: neutral

Topics: management-change, filing

Related Tickers: SCHW

TL;DR

Schwab filed an 8-K on 9/30/24 covering board/officer changes & comp. Look out for Reg FD.

AI Summary

On September 30, 2024, The Charles Schwab Corporation filed an 8-K report detailing changes in its board of directors and executive officers, including the appointment of new officers and potential changes to compensatory arrangements. The filing also includes information on financial statements and exhibits, as well as a Regulation FD disclosure.

Why It Matters

Changes in a company's board and executive team can signal shifts in strategy, operational focus, or financial outlook, impacting investor confidence and stock performance.

Risk Assessment

Risk Level: medium — Changes in executive leadership and board composition can introduce uncertainty and potential shifts in company strategy, which may affect future performance.

Key Players & Entities

FAQ

What specific changes were made to the board of directors or executive officers?

The filing indicates "Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers" as an item of information, suggesting changes occurred, but the specific details of who departed or was appointed are not provided in this excerpt.

Are there any new compensatory arrangements for officers mentioned?

The filing lists "Compensatory Arrangements of Certain Officers" as an item of information, implying that changes or details regarding these arrangements are included, though the specifics are not detailed in this summary.

What is the significance of the Regulation FD Disclosure?

A Regulation FD Disclosure is included, which means the company is providing non-public information to the public in a manner that is not discriminatory, often to ensure fair disclosure of material information.

What financial statements or exhibits are included with this filing?

The filing explicitly states "Financial Statements and Exhibits" as an item of information, indicating that these documents are part of the report, though their content is not detailed here.

When was this 8-K report filed and what is the earliest event date?

The filing was made on October 1, 2024, and the earliest event reported is dated September 30, 2024.

Filing Stats: 1,109 words · 4 min read · ~4 pages · Grade level 10.4 · Accepted 2024-10-01 08:01:53

Key Financial Figures

Filing Documents

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): September 30, 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, including zip code) (817) 859-5000 (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: 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 1/40th 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. Item5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On September 30, 2024, Walter W. Bettinger II notified the Board of Directors (the "Board") of The Charles Schwab Corporation (the "Company") of his intention to retire from his position as the Company's Chief Executive Officer ("CEO"), effective as of December 31, 2024. Also, on September 30, 2024, the Board appointed Richard A. Wurster to succeed Mr. Bettinger as CEO, effective as of January 1, 2025 (the "Transition Date"). In connection with the CEO succession, the Board increased the size of the Board from 16 to 17 directors, effective as of the Transition Date, with the newly created directorship being allocated to the class of directors whose term expires at the 2026 annual meeting of stockholders, in accordance with the Company's Fifth Restated Certificate of Incorporation, as amended, and the Company's Amended and Restated Bylaws. Mr. Wurster was appointed as a member of the Board to fill such vacancy, effective as of the Transition Date, and will hold such office until the election of the class of directors whose term expires at the 2026 annual meeting of stockholders. Following the Transition Date, Mr. Bettinger will cease to serve as the CEO but will continue to serve, along with Charles R. Schwab, as the Executive Co-Chairman of the Board. In connection with this transition, Mr. Bettinger's compensation will be adjusted as follows: (i) his annual base salary will be set at $850,000, effective as of the Transition Date, (ii) his 2025 target annual cash incentive will be set at 250% of base salary, and (iii) his 2025 target long-term incentive award will be $2,875,000. Mr. Wurster, age 51, has served as President of the Company and President and director of Charles Schwab & Co., Inc., a subsidiary of the Company, since 2021. He previously served as Executive Vice President and Head of Schwab Asset Management Services in 2021 and Head of Schwab Asset Management Solutions from 2019 to 2021. He was CEO of Charles Schwab Investment Management, Inc., a subsidiary of the Company, from 2019 to 2021, and of Charles Schwab Investment Advisory, Inc., a subsidiary of the Company, from 2018 to 2021. He was also CEO of ThomasPartners, Inc. and Windhaven Investment Management, Inc., subsidiaries of the Company, from 2016 to 2018. He serves as a trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, Laudus Trust, and Schwab Strategic Trust. Mr. Wurster joined the Company in 201

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