-----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, CpqSDezL66uMSVP2yWbHOOj5xIayNix7nNSr0jDrX6uZDRk4b9qa/MhiqgJXT05h VCJ0+bOXYfODer8WvwSv3A== 0000316709-03-000004.txt : 20030131 0000316709-03-000004.hdr.sgml : 20030131 20030131170528 ACCESSION NUMBER: 0000316709-03-000004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030131 ITEM INFORMATION: Other events FILED AS OF DATE: 20030131 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCHWAB CHARLES CORP CENTRAL INDEX KEY: 0000316709 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 943025021 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09700 FILM NUMBER: 03535153 BUSINESS ADDRESS: STREET 1: 120 KEARNY STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 4156277000 MAIL ADDRESS: STREET 1: 101 MONTGOMERY ST STREET 2: (SF120KNY-9) CITY: SAN FRANCISCO STATE: CA ZIP: 94104 8-K 1 body.txt BODY, 8K, JANUARY 31, 2003 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 January 30, 2003 Date of Report (Date of earliest event reported) THE CHARLES SCHWAB CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-9700 94-3025021 (State or other jurisdiction Commission (I.R.S. Employer of incorporation or organization) File Number Identification Number) 120 Kearny Street, San Francisco, CA 94108 (Address of principal executive offices and zip code) Registrant's telephone number, including area code: (415) 627-7000 THE CHARLES SCHWAB CORPORATION Item 5. Other Events On January 31, 2003, The Charles Schwab Corporation (the Company) issued a press release announcing the appointment of David S. Pottruck as President and Chief Executive Officer of the Company effective May 9, 2003, the date of the Company's annual stockholders meeting. Mr. Pottruck had previously served as co-CEO with founder Charles R. Schwab, who remains Chairman of the Board of Directors. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. On January 30, 2003, the Company's Board of Directors approved amendments to the Company's bylaws, effective May 9, 2003, which specify the roles of the Company's Chairman of the Board, Chief Executive Officer, and President. These amendments are attached as Exhibit 3.12 to this Current Report on Form 8-K. Item 7. Financial Statements and Exhibits (c) Exhibits 3.12 Amendments to Bylaws approved January 30, 2003. 99.1 Press release dated January 31, 2003. - 1 - THE CHARLES SCHWAB CORPORATION 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 thereunto duly authorized. THE CHARLES SCHWAB CORPORATION (Registrant) Date: January 31, 2003 /s/ Christopher V. Dodds - ----------------------- -------------------------------- Christopher V. Dodds Executive Vice President and Chief Financial Officer - 2 - EX-3.(II) 3 exh3_12.txt EXHIBIT 3.12 Exhibit 3.12 THE CHARLES SCHWAB CORPORATION January 30, 2003 Amendments to Bylaws RESOLVED, that the Board of Directors of The Charles Schwab Corporation (the "Corporation") has determined that it is advisable and in the best interest of the Corporation to amend the Second Restated Bylaws of the Corporation (the "Bylaws") as follows: 1. By revising the first sentence of Section 4.01 of the Bylaws to read in full as follows: Section 4.01. Number. The officers of the Corporation shall be a Chairman of the Board, a Chief Executive Officer, a President, one or more Vice Presidents, a Secretary and a Treasurer. 2. By revising Section 4.06 of the Bylaws to read in full as follows: Section 4.06. Chairman of the Board. The Chairman of the Board shall be an officer of the Corporation, subject to the control of the Board, and shall report directly to the Board. The Chairman of the Board shall play an active role in helping to build and lead the Corporation, working closely with the Chief Executive Officer to set the Corporation's strategy, and shall be the co-spokesman for the Corporation along with the Chief Executive Officer. The Chairman of the Board shall preside at all meetings of the stockholders and of the Board and shall have such other powers and duties as may be prescribed by the Board or by applicable law. 3. By revising Section 4.07 of the Bylaws to read in full as follows: Section 4.07. Chief Executive Officer. The Chief Executive Officer shall be an officer of the Corporation and shall have general supervision and direction over the business and affairs of the Corporation, subject to the control of the Board and the provisions of Section 4.06 of - 1 - this Article IV, and shall report directly to the Board. The Chief Executive Officer shall see that all orders and resolutions of the Board are carried into effect; shall, if present and in the absence of the Chairman of the Board, preside at meetings of the stockholders and of the Board; and in general shall exercise all powers and perform all duties as may from time to time be assigned to the Chief Executive Officer by the Board or as may be prescribed in these Bylaws. 4. By changing the following Section numbering of the Bylaws as follows: current Section 4.08 (The Vice Presidents) shall be Section 4.09; current Section 4.09 (The Secretary and Assistant Secretary) shall be Section 4.10; current Section 4.10 (The Treasurer) shall be Section 4.11; and current Section 4.11 (The Assistant Treasurer) shall be Section 4.12. 5. By adding a new Section 4.08 to the Bylaws to read in full as follows: Section 4.08. The President. The President shall perform such senior duties in connection with the operations of the Corporation as the Chief Executive Officer of the Corporation, or, if the President and the Chief Executive Officer are the same person, the Board, shall from time to time determine. The President shall report directly to the Chief Executive Officer unless the President and the Chief Executive Officer are the same person, in which case the President shall report directly to the Board. In the absence of the Chief Executive Officer or in the event of his inability or refusal to act, the President shall perform the duties of the Chief Executive Officer and, when so acting, shall have all the powers of and be subject to all the restrictions upon the Chief Executive Officer. 6. By changing all references from "President" to "Chief Executive Officer" in Section 3.10 and in newly-renumbered Sections 4.10 and 4.11 of the Bylaws. 7. By changing all references from "President" to "Chief Executive Officer or President" in Sections 5.02, 6.01 and 8.05 of the Bylaws. - 2 - RESOLVED FURTHER, that these amendments to the Corporation's Bylaws shall become effective on May 9, 2003, the date of the Corporation's 2003 annual meeting of stockholders; and RESOLVED FURTHER, that upon the effective date of such amendments, the Corporation's Bylaws shall be restated, in such form as the Corporate Secretary or any Assistant Corporate Secretary of the Corporation deems necessary or appropriate to integrate such amendments into the Bylaws; and RESOLVED FURTHER, that the officers of the Corporation are hereby authorized and directed to execute and file any and all agreements, certificates and other instruments and documents, and to do any and all things which they may deem necessary and appropriate, to effectuate the purposes of these resolutions. - 3 - EX-99 4 exh99_1.txt EXHIBIT 99.1 Exhibit 99.1 THE CHARLES SCHWAB CORPORATION News Release FOR IMMEDIATE RELEASE CONTACTS: Media (San Francisco) Greg Gable (415) 636-5440 (New York) Marta Von Loewenfeldt (212) 819-5284 Investors/Analysts Rich Fowler (415) 636-9869 SCHWAB APPOINTS DAVID S. POTTRUCK PRESIDENT and CEO SAN FRANCISCO, January 31, 2003 - The Board of Directors of The Charles Schwab Corporation [NYSE: SCH] yesterday appointed David S. Pottruck as president and chief executive officer, effective May 9, 2003, the date of the company's annual stockholders meeting. Mr. Pottruck had previously served as co-CEO with founder Charles R. Schwab, who remains chairman of the board of directors. Announcing the appointment, Mr. Schwab said, "As sole chief executive officer, David will shoulder more responsibility for guiding Schwab through its next era of growth. As the founder and major shareholder of this company, I will continue to play a very active role as the chairman - helping to build and lead the Corporation, working closely with David to set our strategy, speaking on behalf of our clients and investors, and ensuring that the Company stays true to its vision and values as it evolves to meet the changing needs of our clients. As many experts have suggested, from regulators to Congress to independent blue ribbon panels, it is important in today's environment that the positions of CEO and chairman be distinct and that the chairman play a central role. I intend to embody that and be the model of an active chairman." "David has been with Schwab for nearly two decades. As co-CEO for the past five years, he has worked closely with me in managing all aspects of the business. While this appointment reflects the Company's numerous successes during his tenure and the tremendous opportunities still ahead of us, it mainly recognizes that David has grown into one of the most accomplished leaders in financial services. He's proven his ability to not only help define our future strategy and lead the charge on achieving that strategy, but also to inspire thousands of employees to work towards realizing the Company's vision for Schwab and its clients. David's appointment as CEO positions Schwab extremely well for our future," said Mr. Schwab. Mr. Pottruck, 54, joined the firm in 1984 from Shearson/American Express. In 1988 he was appointed president and chief operating officer of Charles Schwab & Co., Inc. He became chief executive officer of this brokerage subsidiary in 1992, the same year he was appointed president of The Charles Schwab Corporation. He joined its Board of Directors in 1994, and became the company's co-CEO in January 1998. Since 1992, during Mr. Pottruck's tenure as president, client assets have grown from $48 to $765 billion. -more- "I'm honored by the Board's decision, and fortunate to be able to continue working closely with Chuck - as we have since 1984. We've been through some great challenges and successes, and I know we can count on Chuck's clarity of purpose and his vision as we move Schwab into its next era," said Mr. Pottruck. Mr. Schwab, 65, founded his San Francisco-based firm in 1971 and in 1974 became a pioneer in the discount brokerage business. He led a management buyback of the firm in 1987 from the Bank of America and brought the firm public that year. Today, the firm is one of the nation's largest financial services firms, serving 8.0 million investor accounts with $765 billion in client assets as of December 31, 2002. Mr. Schwab is widely considered one of the leading advocates for the individual investor, and in addition to his roles managing the firm, is a highly visible and vocal proponent of the benefits investing offers in building long-term wealth and financial security. "David and I share a common long-term goal," Mr. Schwab said, "for Schwab to be recognized by our service quality, market insights and client relationships as the most trusted firm in financial services. As the Company's founder and chairman, I look forward to working towards that end providing guidance to David and his management team and representing the company in public for many years to come." The Charles Schwab Corporation (NYSE:SCH), through Charles Schwab & Co., Inc. (member SIPC/NYSE), U.S. Trust Corporation, CyberTrader, Inc. (member SIPC/NASD) and its other operating subsidiaries, provides investment advice and a full array of financial products and services to its individual and institutional clients. The Charles Schwab, U.S. Trust and CyberTrader Websites can be reached at www.schwab.com, www.ustrust.com and www.cybertrader.com. ### Charles Schwab & Co., Inc. Member: SIPC / New York Stock Exchange and Other Principal Stock and Options Exchanges. -----END PRIVACY-ENHANCED MESSAGE-----