(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
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)) |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
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). |
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
• | A separation date from her employment with CSC effective August 1, 2019 (Separation Date); |
• | A lump-sum cash payment equal to $876,671.85, subject to required withholding, to be paid within 30 days of the effective date of the Agreement, consisting of: |
◦ | $335,416.67, equal to seven months of Base Salary in accordance with the terms of The Charles Schwab Severance Pay Plan (Severance Plan); |
◦ | $14,171.85, equal to seven months of the cost of group health plan coverage in accordance with the Severance Plan; and |
◦ | An additional payment of $527,083.33, equivalent to eleven months of Base Salary; |
• | Accelerated vesting of stock options and continued vesting of performance-based restricted stock units that would have vested during Ms. Kallsen’s severance period in accordance with the Severance Plan; |
• | An additional lump-sum cash payment of $3,210,000, subject to required withholding, to be paid on or after March 1, 2020, but no later than March 15, 2020, conditioned on Ms. Kallsen’s adherence to the Agreement; |
• | Outplacement services as provided by Schwab’s outplacement program; |
• | A standard release of all claims in favor of CSC and all of its affiliates, subsidiaries, divisions, parent corporations, current and former stockholders, officers, directors, partners, servants, agents, employees, representatives, attorneys, employee welfare and retirement plans and the respective plan administrators and fiduciaries, past, present, and future; |
• | A non-disclosure, non-disparagement, and cooperation agreement; and |
• | A confirmation of her obligations under her existing confidentiality, non-solicitation and intellectual property ownership agreement. |
Item 9.01 | Financial Statements and Exhibits |
(d) | Exhibits | |
Exhibit No. | Description | |
10.397 | ||
104 | Cover Page Interactive Data File – the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
THE CHARLES SCHWAB CORPORATION | ||
Date: August 28, 2019 | By: | /s/ Peter Crawford |
Peter Crawford | ||
Executive Vice President and Chief Financial Officer |