Current Report Filing (8-k)
January 31 2023 - 04:04PM
Edgar (US Regulatory)
SCHWAB CHARLES CORP Depositary Shares,
each representing a 1/40th ownership interest in a share of 4.450%
Non-Cumulative Preferred Stock, Series J false 0000316709 --12-31
0000316709 2023-01-26 2023-01-26 0000316709
us-gaap:CommonStockMember 2023-01-26 2023-01-26 0000316709
us-gaap:SeriesDPreferredStockMember 2023-01-26 2023-01-26
0000316709 schw:SeriesJPreferredStockMember 2023-01-26
2023-01-26
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): January 26,
2023
The
Charles Schwab Corporation
(Exact name of registrant as specified in its charter)
Commission File Number: 1-9700
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Delaware |
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94-3025021 |
(State or other jurisdiction
of incorporation) |
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(I.R.S. Employer
Identification No.)
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3000 Schwab Way, Westlake, TX 76262
(Address of principal executive offices, including zip code)
(817) 859-5000
(Registrant’s telephone number, including area code)
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:
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☐ |
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock - $.01 par value per share |
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SCHW |
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New
York Stock Exchange |
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Depositary Shares, each representing a 1/40th ownership interest in
a share of 5.95% Non-Cumulative Preferred Stock, Series
D |
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SCHW PrD |
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New
York Stock Exchange |
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Depositary Shares, each representing a 1/40th
ownership interest in a share of 4.450% Non-Cumulative Preferred Stock, Series
J |
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SCHW PrJ |
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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 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
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On January 26, 2023, the Board of Directors (the “Board”) of
The Charles Schwab Corporation (“CSC”) approved the amendment and
restatement of CSC’s Amended and Restated Bylaws (the “Bylaws”),
effective immediately. The amendments effected by the Bylaws, among
other things:
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provide greater flexibility for the Board to cancel, postpone or
reschedule any meeting of stockholders, as permitted under the
General Corporation Law of the State of Delaware (the “DGCL”);
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include conforming changes in response to various amendments to the
DGCL, including (i) clarifying adjournment procedures in
accordance with Section 232 of the DGCL and providing that,
when a meeting is adjourned, including due to a technical failure
to convene or continue the meeting by remote communication, notice
need not be given if the time and place of the meeting are provided
in any manner permitted by the DGCL; (ii) clarifying
procedures for voting by proxy; (iii) aligning treatment of
shares held by CSC or any subsidiary for voting and quorum purposes
with Section 160 of the DGCL; (iv) clarifying procedures
for voting by proxy; (v) eliminating the requirement that a
list of stockholders be made available during a stockholders’
meeting to align with Section 219 of the DGCL;
(vi) opting into Section 141(c)(2) of the DGCL with
respect to authority of Board committees and providing for minimum
number of directors for purposes of committee quorums; and
(vii) updating certificate- and indemnification-related
provisions to closer conform to the DGCL;
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require that a stockholder directly or indirectly soliciting
proxies from other stockholders use a proxy card color other than
white, which is reserved for the exclusive use by the Board;
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include certain requirements for all Board nominees and directors
in a new Section 2.12, including (i) consent to serve for
the full term and being named as a nominee in a proxy statement and
form of proxy for the applicable meeting; (ii) certain
representations regarding certain compensation and voting
arrangements, agreement to comply with all CSC governance polices
and guidelines applicable to directors, as well as agreement to
provide all fully completed and signed questionnaires (as defined
in the Bylaws) within the time frames included in the Bylaws; and
(iii) agreement to confirm accuracy of any information
submitted if requested;
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add a new Section 2.13 regarding conduct of stockholder
meetings, which enumerates, among other things, powers of the Board
and chairman of a stockholders’ meeting to prescribe rules and
regulations for the conduct of any meeting of the stockholders,
including ability to disregard nominations or other proposals of
business that do not comply with requirements set forth in the
Bylaws;
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provide that certain CSC officers may vote (or authorize another
person by proxy to vote) any shares or securities of another
corporation or other entity owned by CSC; and
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incorporate other conforming and clarifying changes (including to
officer provisions to better align titles with CSC’s practices),
and reflect other changes in law.
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The foregoing description is qualified by reference to the full
text of the Bylaws, as amended and restated, a copy of which is
attached hereto as Exhibit 3.1 and incorporated by reference
herein.
| Item 9.01 |
Financial Statements and Exhibits.
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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.
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THE CHARLES SCHWAB CORPORATION
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| Date: January 31, 2023 |
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By: |
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/s/ Peter Crawford
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Peter
Crawford |
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Managing
Director and Chief Financial Officer |
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