8-K/A 1 a8ka20151127.htm 8-K/A 8-K

 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

FORM 8-K/A
(Amendment No. 1)
 

Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 30, 2015
 

TD Ameritrade Holding Corporation
(Exact name of registrant as specified in its charter)
 

Delaware
 
1-35509
 
82-0543156
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)

200 South 108th Avenue
Omaha, Nebraska
 

68154
(Address of principal executive offices)
 
(Zip Code)

Registrant's telephone number, including area code: (402) 331-7856

(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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

1


EXPLANATORY NOTE

This Amendment No. 1 on Form 8-K/A ("Form 8-K/A") is an amendment to the Current Report on Form 8-K filed November 5, 2015 ("Original Form 8-K"). The purpose of this Form 8-K/A is to amend the effective date of Mr. Cohen’s resignation. This Form 8-K/A amends and restates in its entirety Item 5.02 of the Original Form 8-K. No other changes were made to the Original Form 8-K.


Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Marshall A. Cohen, a designee of The Toronto-Dominion Bank under TD Ameritrade Holding Corporation’s stockholders agreement, dated as of June 22, 2005, as amended, is retiring from TD Ameritrade's board of directors, effective November 20, 2015. Under the terms of TD Ameritrade’s stockholders agreement, Mr. Cohen’s replacement will be designated by a majority of the remaining directors nominated by The Toronto-Dominion Bank.



































2

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 thereunto duly authorized.


Dated: November 27, 2015
TD AMERITRADE HOLDING CORPORATION
 
 
 
 
 
 
 
By: /s/ STEPHEN J. BOYLE
 
       Stephen J. Boyle
 
       Executive Vice President, Chief Financial Officer
 
 
                


3