-----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, IzyfI02w2laWwtmOBeQjDKYIKS4hxcWvFZEdsY+emWxTfAfF6lR6lyBViwEvxLr0 Mbkf1+eQ6vrVLxEiYyWpNw== 0000316709-05-000023.txt : 20050802 0000316709-05-000023.hdr.sgml : 20050802 20050801181710 ACCESSION NUMBER: 0000316709-05-000023 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050728 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20050802 DATE AS OF CHANGE: 20050801 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: 05989554 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 FORM 8-K, JULY 28, 2005 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 July 28, 2005 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 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)) THE CHARLES SCHWAB CORPORATION Item 1.01 Entry into a Material Definitive Agreement On July 28, 2005, at a meeting of the Compensation Committee of the Board of Directors (the Board) of The Charles Schwab Corporation (CSC), the Compensation Committee approved a performance goal under CSC's Long-Term Incentive Plan. This performance goal is based on cumulative earnings per share over a period of three and one-half years starting on July 1, 2005. Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers On July 28, 2005, on the recommendation of the Nominating and Corporate Governance Committee, the Board of CSC appointed William F. Aldinger to the Board to serve as a member of the class of directors whose term expires at the annual meeting of stockholders in 2007. The Board determined that Mr. Aldinger is independent under its own independence standards and the independence standards of the New York Stock Exchange and The Nasdaq Stock Market. The Board appointed Mr. Aldinger to serve on the Audit Committee and the Nominating and Corporate Governance Committee. On August 1, 2005, CSC issued a press release announcing Mr. Aldinger's appointment to the Board. A copy of the press release is included as Exhibit 99.1 to this report. - 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: August 1, 2005 /s/ Christopher V. Dodds -------------------- ------------------------------ Christopher V. Dodds Executive Vice President and Chief Financial Officer - 2 - THE CHARLES SCHWAB CORPORATION Exhibit Index 99.1 Press Release dated August 1, 2005 ("Schwab Names William F. Aldinger to Board of Directors") - 3 - EX-99 2 exh99_1.txt EXHIBIT 99.1 Exhibit 99.1 THE CHARLES SCHWAB CORPORATION News Release Contact: Greg Gable Charles Schwab Phone: 415-636-5847 SCHWAB NAMES WILLIAM F. ALDINGER TO BOARD OF DIRECTORS SAN FRANCISCO, August 1, 2005-The Charles Schwab Corporation today announced the appointment of William F. Aldinger to its board of directors. The addition expands the board to 11 members. Chairman and CEO Charles R. Schwab said, "We are delighted and honored to have Mr. Aldinger join our board of directors. His extensive knowledge and experience in the financial services industry further expands the breadth of our outstanding board, and we look forward to a long and rewarding relationship." Until April of this year when he retired, Mr. Aldinger was the chairman and chief executive officer of HSBC North America Holdings Inc. and of HSBC Finance Corporation and Chairman of HSBC Bank USA, N.A. Prior to that Mr. Aldinger was chairman and chief executive officer of Household International. Household International was acquired by HSBC Holdings plc in March 2003. Prior to Household International, Mr. Aldinger was vice chairman, Wells Fargo Bank, with responsibility for the private banking, consumer credit and retail banking groups. Before joining Wells Fargo, Mr. Aldinger was with Citibank, New York (1975-1986) and US Trust Company, New York (1969-1975). About Charles Schwab The Charles Schwab Corporation (NYSE / Nasdaq: SCH), through its operating subsidiaries, provides securities brokerage and financial services to individual investors and the independent investment advisors who work with them. With over 7 million individual investor accounts and more than $1 trillion in client assets, The Charles Schwab Corporation is one of the nation's largest financial services firms. Schwab provides a complete range of securities brokerage services and products, including an extensive marketplace of mutual funds; financial planning and investment advice; retirement plans; banking products and services; and referrals to a select group of independent fee-based investment advisors. Schwab is also the leading provider of custodial, operational and trading support for independent fee-based investment advisors. The corporation's operating subsidiaries include: Charles Schwab & Co., Inc. (member SIPC), U.S. Trust Corporation (member FDIC), CyberTrader(R), Inc. (member SIPC), and Charles Schwab Bank (member FDIC). These companies' Web sites can be reached at www.schwab.com, www.ustrust.com, www.cybertrader.com, and www.schwabbank.com, respectively. ### -----END PRIVACY-ENHANCED MESSAGE-----