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DFS Discover Financial Services

Filed: 6 May 21, 4:46pm

 

 

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 6, 2021

 

 

DISCOVER FINANCIAL SERVICES

(Exact name of registrant as specified in its charter)

 

 

Commission File Number: 001-33378

 

Delaware 36-2517428
(State or other jurisdiction
of incorporation)
 (IRS Employer
Identification No.)

2500 Lake Cook Road, Riverwoods, Illinois 60015

(Address of principal executive offices, including zip code)

(224) 405-0900

(Registrant’s telephone number, including area code)

(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, par value $0.01 per share DFS 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 Matter to a Vote of Security Holders.

Discover Financial Services (the “Company”) held its 2021 Annual Meeting of Shareholders (the “Annual Meeting”) on May 5, 2021.

At the Annual Meeting, the Company’s shareholders voted on three proposals, including the election of directors, and cast their votes as described below.

Proposal 1: Election of Directors. Shareholders elected each of the persons named below as a director for a term expiring at the Company’s next annual meeting of shareholders, or until his or her successor has been duly elected and qualified, as follows:

 

Nominees  Votes FOR  Votes AGAINST  Votes ABSTAIN  Broker Non-Votes

Jeffrey S. Aronin

  233,884,260  10,581,056  206,020  27,386,573

Mary K. Bush

  213,292,625  31,185,164  193,547  27,386,573

Gregory C. Case

  231,978,732  12,488,059  204,544  27,386,573

Candace H. Duncan

  242,782,372  1,697,630  191,334  27,386,573

Joseph F. Eazor

  243,305,216  1,161,632  204,487  27,386,573

Cynthia A. Glassman

  237,502,216  6,990,255  178,865  27,386,573

Roger C. Hochschild

  239,198,855  5,271,840  200,641  27,386,573

Thomas G. Maheras

  237,501,502  6,948,064  221,769  27,386,573

Michael H. Moskow

  236,544,674  7,920,878  205,784  27,386,573

David L. Rawlinson II

  243,872,397  593,572  205,366  27,386,573

Mark A. Thierer

  241,698,727  2,776,448  196,161  27,386,573

Jennifer L. Wong

  242,757,368  1,713,380  200,587  27,386,573

Proposal 2: Advisory Vote to Approve Named Executive Officer Compensation. The Company’s shareholders cast their votes for this advisory proposal, as follows:

 

Votes FOR  Votes AGAINST  Votes ABSTAIN  Broker Non-Votes

232,765,394

  11,411,258  494,683  27,386,573

Proposal 3: Ratification of Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm. The Company’s shareholders cast their votes for this proposal, as follows:

 

Votes FOR  Votes AGAINST  Votes ABSTAIN  Broker Non-Votes

266,775,225

  5,061,338  221,346  0


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.

 

  DISCOVER FINANCIAL SERVICES
Dated May 6, 2021  By: 

/s/ D. Christopher Greene

  Name: D. Christopher Greene
  Title: Vice President, Secretary and Deputy General Counsel