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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Item 5.07 | Submission of Matters to a Vote of Security Holders. |
(a) | The 2023 Annual Meeting of Stockholders of The Charles Schwab Corporation (“CSC”) was held on May 18, 2023. |
(b) | All nominees for directors were elected, and each nominee received more “for” votes than “against” votes cast for his or her election. The proposal to ratify the selection of Deloitte & Touche LLP as CSC’s independent auditors for the 2023 fiscal year was approved. The advisory vote on named executive officer (“NEO”) compensation was approved. The advisory vote on the frequency of approval of named executive officer compensation was approved as one year. The stockholder proposal requesting pay equity disclosure was not approved. The stockholder proposal requesting disclosure of discrimination risk oversight and impact was not approved. The final voting results were as follows: |
For | Against | Abstain | Broker Non-Vote |
|||||||||||||||
1 |
Election of Directors | |||||||||||||||||
(a) Marianne C. Brown |
1,391,923,049 | 77,744,557 | 10,504,388 | 65,171,953 | ||||||||||||||
(b) Frank C. Herringer |
1,187,522,013 | 276,652,237 | 15,997,744 | 65,171,953 | ||||||||||||||
(c) Gerri K. Martin-Flickinger |
1,398,255,689 | 71,370,592 | 10,545,713 | 65,171,953 | ||||||||||||||
(d) Todd M. Ricketts |
1,397,658,822 | 71,906,569 | 10,606,603 | 65,171,953 | ||||||||||||||
(e) Carolyn Schwab-Pomerantz |
1,386,051,905 | 78,347,621 | 15,772,468 | 65,171,953 | ||||||||||||||
2 |
Ratification of the selection of Deloitte & Touche LLP as independent auditors | 1,466,597,288 | 77,187,153 | 1,559,506 | 0 | |||||||||||||
3 |
Advisory vote to approve named executive officer (NEO) compensation | 1,358,945,646 | 118,735,604 | 2,490,744 | 65,171,953 |
One Year | Two Years | Three Years | Abstain | Broker Non-Vote |
||||||||||||||||||
4 |
Frequency of advisory vote on NEO compensation | 1,463,499,865 | 3,414,694 | 11,453,065 | 1,804,370 | 65,171,953 |
For | Against | Abstain | Broker Non-Vote |
|||||||||||||||
5 |
Stockholder Proposal on Pay Equity Disclosure | 361,505,475 | 1,101,320,605 | 17,345,914 | 65,171,953 | |||||||||||||
6 |
Stockholder Proposal on Discrimination Risk Oversight and Impact | 14,281,846 | 1,454,343,901 | 11,546,247 | 65,171,953 |
(d) | CSC has decided, in light of the vote of stockholders, to include a stockholder vote on the compensation of NEOs in its proxy materials annually until the next required vote on the frequency of stockholder votes on the compensation of NEOs (which would be at CSC’s 2029 Annual Meeting of Stockholders unless presented earlier). |
Signature(s)
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 | ||||||
Date: May 22, 2023 | By: | /s/ Peter Crawford | ||||
Peter Crawford | ||||||
Managing Director and Chief Financial Officer |