UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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) |
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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. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting of Shareholders of Discover Financial Services (the “Company”) held on May 9, 2024, the Company’s shareholders voted on three proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on March 15, 2024, and as supplemented by the Company’s proxy statement supplement, as filed with the SEC on April 2, 2024. Below are the matters the shareholders voted on and the final vote results.
Proposal 1: Election of Directors. Each of the ten director nominees listed below were elected to serve as a director of the Company for a term expiring at the 2025 Annual Meeting of Shareholders or until his or her successor has been duly elected and qualified. The voting results were as follows:
| Nominees | Votes FOR | Votes AGAINST | Votes ABSTAIN |
Broker Non-Votes | ||||
| Candace H. Duncan |
193,799,331 | 3,595,667 | 556,565 | 22,595,330 | ||||
| Joseph F. Eazor |
194,843,099 | 2,526,979 | 581,486 | 22,595,330 | ||||
| Kathy L. Lonowski |
195,909,141 | 1,483,478 | 558,944 | 22,595,330 | ||||
| Thomas G. Maheras |
189,389,508 | 7,989,397 | 572,659 | 22,595,330 | ||||
| Daniela O’Leary-Gill |
195,871,558 | 1,524,655 | 555,350 | 22,595,330 | ||||
| John B. Owen |
194,989,642 | 2,389,351 | 572,570 | 22,595,330 | ||||
| David L. Rawlinson II |
192,283,372 | 4,135,860 | 1,532,331 | 22,595,331 | ||||
| J. Michael Shepherd |
193,075,611 | 4,296,147 | 579,805 | 22,595,330 | ||||
| Beverley A. Sibblies |
194,881,100 | 2,506,804 | 563,660 | 22,595,330 | ||||
| Jennifer L. Wong |
194,377,770 | 3,014,890 | 558,903 | 22,595,330 |
Proposal 2: Say on Pay (Advisory Vote to Approve Named Executive Officer Compensation). The Company’s shareholders approved, on an advisory basis, the compensation paid to the named executive officers. The voting results were as follows:
| Votes FOR | Votes AGAINST | Votes ABSTAIN | Broker Non-Votes | |||
| 181,853,592 | 15,705,216 | 392,755 | 22,595,330 |
Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm. The Company’s shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2024. The voting results were as follows;
| Votes FOR | Votes AGAINST | Votes ABSTAIN | Broker Non-Votes | |||
| 217,049,748 | 3,212,298 | 284,848 | 0 |
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 hereunto duly authorized.
| DISCOVER FINANCIAL SERVICES | ||||||
| Dated: May 10, 2024 | By: | /s/ Hope D. Mehlman | ||||
| Name: Hope D. Mehlman | ||||||
| Title: Executive Vice President, Chief Legal Officer, General Counsel and Corporate Secretary | ||||||
Document and Entity Information |
May 09, 2024 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001393612 |
| Document Type | 8-K |
| Document Period End Date | May 09, 2024 |
| Entity Registrant Name | DISCOVER FINANCIAL SERVICES |
| Entity File Number | 001-33378 |
| Entity Incorporation State Country Code | DE |
| Entity Tax Identification Number | 36-2517428 |
| Entity Address, Address Line One | 2500 Lake Cook Road |
| Entity Address, City or Town | Riverwoods |
| Entity Address, State or Province | IL |
| Entity Address, Postal Zip Code | 60015 |
| City Area Code | (224) |
| Local Phone Number | 405-0900 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, par value $0.01 per share |
| Trading Symbol | DFS |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |