UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 26, 2022, at a meeting of the Board of Directors (the “Board”) of The Charles Schwab Corporation (the “Company”), the Board approved an increase in the size of the Board from 17 to 18 directors and elected Carolyn (Carrie) Schwab-Pomerantz to fill the resulting vacancy, effective immediately. Ms. Schwab-Pomerantz will serve as a member of the class of directors whose term expires at the Company’s annual meeting of stockholders in 2023 and will serve as a member of the Risk Committee of the Board.
Ms. Schwab-Pomerantz has served as President of Charles Schwab Foundation, the Company’s charitable foundation, since 2002, and as Chair of Charles Schwab Foundation since 2014. She has served as Managing Director, Consumer Education of Charles Schwab & Co., Inc., a subsidiary of the Company (“CS&Co.”), since April 2022 and served as Senior Vice President, Consumer Education of CS&Co. from 2005 to May 2022. She has also served as Chair of Schwab Charitable Fund, a donor-advised fund, since 2012 and as Chair of the Board of Governors for Boys & Girls Clubs of America, a nonprofit corporation, since 2021. She also serves on the Board of Directors of the Haas School of Business at the University of California, Berkeley. Ms. Schwab-Pomerantz has been employed by CS&Co. for 39 years. In order to provide for an orderly transition of her responsibilities, she will continue in her management roles at CS&Co., Charles Schwab Foundation and Schwab Charitable Fund until June 2023 after which she will serve on the Board as a non-management director.
Ms. Schwab-Pomerantz is the daughter of the Company’s Co-Chairman and founder Charles R. Schwab. There is no arrangement or understanding between Ms. Schwab-Pomerantz and any other person(s) pursuant to which she was selected to be a director of the Company. Ms. Schwab-Pomerantz earned approximately $915,000 in salary, bonus and benefits during 2021, including a grant of 3,451 restricted stock units. Ms. Schwab-Pomerantz will receive no additional compensation in connection with her service on the Board as long as she is a member of the Company’s management.
Item 7.01. | Regulation FD Disclosure. |
On October 28, 2022, the Company issued a press release to announce the election of Ms. Schwab-Pomerantz to the Board. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit |
Description | |
99.1 | Press Release dated October 28, 2022 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
THE CHARLES SCHWAB CORPORATION | ||||||
(Registrant) | ||||||
Date: October 28, 2022 |
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/s/ Peter Crawford | |||
Peter Crawford | ||||||
Managing Director and Chief Financial Officer |