8-K

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

Date of Report (Date of earliest event reported): May 23, 2024

The Charles Schwab Corporation

(Exact name of registrant as specified in its charter)

Delaware	1-9700	94-3025021
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3000 Schwab Way Westlake, Texas	76262
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (817) 859-5000

N/A

(Former name or former address, if changed since last report.)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock - $.01 par value per share	SCHW	New York Stock Exchange
Depositary Shares, each representing a 1/40th ownership interest in a share of 5.95% Non-Cumulative Preferred Stock, Series D	SCHW PrD	New York Stock Exchange
Depositary Shares, each representing a 1/40th ownership interest in a share of 4.450% Non-Cumulative Preferred Stock, Series J	SCHW PrJ	New York Stock Exchange

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).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

(a) The 2024 Annual Meeting of Stockholders of The Charles Schwab Corporation (“CSC”) was held on May 23, 2024.

(b) All nominees for directors were elected, and each nominee received more “for” votes than “against” votes cast for the nominee’s election. The proposal to ratify the selection of Deloitte & Touche LLP (“Deloitte”) as CSC’s independent auditors for the 2024 fiscal year was approved. The advisory vote on named executive officer (“NEO”) compensation was approved. The stockholder proposal requesting changes to the executive compensation program was not approved. The stockholder proposal on workforce discrimination risk oversight and impact was not approved. The stockholder proposal on pay equity disclosure was not approved. The final voting results were as follows:

		For		Against		Abstain		Broker Non-Vote
1	Election of Directors
	(a)   Walter W. Bettinger II		1,386,038,893		101,302,966		4,370,072		61,320,014
	(b)   Joan T. Dea		1,368,188,579		122,383,889		1,139,463		61,320,014
	(c)   Christopher V. Dodds		1,451,421,642		39,375,004		915,284		61,320,014
	(d)   Bharat B. Masrani		1,418,614,548		71,717,320		1,380,063		61,320,014
	(e)   Charles A. Ruffel		1,454,264,747		36,246,410		1,200,774		61,320,014
2	Ratification of the Selection of Deloitte as Independent Auditors		1,460,968,515		91,298,653		764,778		0
3	Advisory Vote to Approve NEO Compensation		1,352,679,636		136,965,265		2,067,030		61,320,014
4	Stockholder Proposal Requesting Changes to the Executive Compensation Program		63,702,064		1,414,674,878		13,334,990		61,320,014
5	Stockholder Proposal on Workforce Discrimination Risk Oversight and Impact		9,187,020		1,474,497,271		8,027,640		61,320,014
6	Stockholder Proposal on Pay Equity Disclosure		344,578,130		1,141,063,479		6,070,322		61,320,014

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 hereunto duly authorized.

		THE CHARLES SCHWAB CORPORATION
Date: May 29, 2024	By:	/s/ Peter Crawford
		Peter Crawford
		Managing Director and Chief Financial Officer

XML

Document and Entity Information	May 23, 2024
Document And Entity Information [Line Items]
Entity Registrant Name	SCHWAB CHARLES CORP
Amendment Flag	false
Entity Central Index Key	0000316709
Document Type	8-K
Document Period End Date	May 23, 2024
Entity Incorporation State Country Code	DE
Entity File Number	1-9700
Entity Tax Identification Number	94-3025021
Entity Address, Address Line One	3000 Schwab Way
Entity Address, City or Town	Westlake
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	76262
City Area Code	(817)
Local Phone Number	859-5000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Common Stock - $.01 par value per share
Trading Symbol	SCHW
Security Exchange Name	NYSE
Depositary Shares Each Representing A 140th Ownership Interest In A Share Of 5.95 Not Cumulative Preferred Stock Series D 2 [Member]
Document And Entity Information [Line Items]
Security 12b Title	Depositary Shares, each representing a 1/40th ownership interest in a share of 5.95% Non-Cumulative Preferred Stock, Series D
Trading Symbol	SCHW PrD
Security Exchange Name	NYSE
Series A Preferred Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Depositary Shares, each representing a 1/40th ownership interest in a share of 4.450% Non-Cumulative Preferred Stock, Series J
Trading Symbol	SCHW PrJ
Security Exchange Name	NYSE