-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JPi4L94h/gqDBARBdY/rHuSUJVTEOtviiqfZB9+eFdqUEhjX9eWtJE8CDrDtkdMR jce6ShdUqn0gPZWnmUPE4Q== 0001181431-09-002667.txt : 20090114 0001181431-09-002667.hdr.sgml : 20090114 20090114171346 ACCESSION NUMBER: 0001181431-09-002667 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090112 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090114 DATE AS OF CHANGE: 20090114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Discover Financial Services CENTRAL INDEX KEY: 0001393612 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 362517428 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33378 FILM NUMBER: 09526894 BUSINESS ADDRESS: STREET 1: 2500 LAKE COOK ROAD CITY: RIVERWOODS STATE: IL ZIP: 60015 BUSINESS PHONE: 224-405-0900 MAIL ADDRESS: STREET 1: 2500 LAKE COOK ROAD CITY: RIVERWOODS STATE: IL ZIP: 60015 8-K 1 rrd229616.htm Prepared By R.R. Donnelley Financial -- Form 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):  01/12/2009
 
DISCOVER FINANCIAL SERVICES
(Exact name of registrant as specified in its charter)
 
Commission File Number:  001-33378
 
Delaware
  
36-2517428
(State or other jurisdiction of
  
(IRS Employer
incorporation)
  
Identification No.)
 
2500 Lake Cook Road, Riverwoods, Illinois 60015
(Address of principal executive offices, including zip code)
 
(224) 405-0900
(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))
 

 
Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
 
On January 12, 2009, Dennis D. Dammerman submitted notice of his resignation from the Discover Financial Services ("Company") Board of Directors, effective January 12, 2009. Mr. Dammerman was recently elected to the Board of Directors of American International Group, Inc. Mr. Dammerman said that in light of the substantial amount of time that he will need to devote to his new directorship, he was resigning from the Company's Board of Directors. Mr. Dammerman said that he was not resigning because of a disagreement with the Company on any matter relating to the Company's operations, policies or practices.

Effective January 12, 2009, David W. Nelms, the Company's Chief Executive Officer, was elected Chairman of the Board and Lawrence A. Weinbach was elected the Lead Director of the Board of Directors. Mr. Weinbach will continue to serve as Chairman of the Nominating and Governance Committee.

A copy of the press release announcing this information is attached hereto as Exhibit 99.1 and incorporated her ein by reference.

 
 
Item 9.01.    Financial Statements and Exhibits
 
(d) Exhibits
                
Exhibit No.    Description

99.1    Press Release of Discover Financial Services dated January 14, 2009

 

 

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.
 
     
 
DISCOVER FINANCIAL SERVICES
 
 
Date: January 14, 2009
     
By:
 
/s/    Simon Halfin

               
Simon Halfin
               
Assistant Secretary
 
 


 

Exhibit Index
 
Exhibit No.

  
Description

EX-99.1
  
Press Release of Discover Financial Services dated January 14, 2009
EX-99.1 2 rrd229616_27065.htm PRESS RELEASE OF DISCOVER FINANCIAL SERVICES DATED JANUARY 14, 2009 Discover Financial Services Names Additional Director

DISCOVER BOARD ELECTS CEO NELMS AS CHAIRMAN

AND WEINBACH AS LEAD DIRECTOR

Riverwoods, IL, Jan. 14, 2009 - Discover Financial Services (NYSE: DFS) today announced the election of CEO David Nelms as chairman of the board, following the resignation of Chairman Dennis Dammerman, who is leaving because of the time commitment required by his new responsibilities as a director of American International Group, Inc. (AIG). Discover's Board of Directors elected Lawrence Weinbach to the newly created position of lead director.

"We are grateful for the significant contributions Dennis made to Discover as chairman of the board" said Nelms. "I look forward to working with Larry and the rest of our highly qualified board of directors to lead the company into the future."

Dammerman was Discover's chairman since the company's spin-off from Morgan Stanley in June 2007. He retired in 2005 as vice chairman of the board and executive officer of General Electric Company and director, chairman and chief executive officer of GE Capital Services. He was elected to the AIG board in November.

Weinbach also has served on the Discover board since the company went public. A partner of Yankee Hill Capital Management LLC since 2006, he was formerly the executive chairman of Unisys Corporation and managing partner and chief executive of Andersen Worldwide. He currently chairs Discover's Nominating and Governance Committee and will continue in that role in addition to becoming lead director.

About Discover Financial Services

Discover Financial Services (NYSE: DFS) is a leading credit card issuer and electronic payment services company with one of the most recognized brands in U.S. financial services. The company operates the Discover Card, America's cash rewards pioneer. Since its inception in 1986, the company has become one of the largest card issuers in the United States. Its payments businesses consist of the Discover Network, with millions of merchant and cash access locations; PULSE, one of the nation's leading ATM/debit networks; and Diners Club International, a global payments network with acceptance in 185 countries and territories. For more information, visit www.discoverfinancial.com.

Media Contact

Leslie Sutton

Director, Public Relations

224-405-3965

Investor Contact

Craig Streem

Vice President, Investor Relations

224-405-3575

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