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EX-99.2 - EXHIBIT 99.2 - E TRADE FINANCIAL CORPa50629535ex99-2.htm
EX-99.5 - EXHIBIT 99.5 - E TRADE FINANCIAL CORPa50629535ex99-5.htm
EX-99.1 - EXHIBIT 99.1 - E TRADE FINANCIAL CORPa50629535ex99-1.htm
EX-99.3 - EXHIBIT 99.3 - E TRADE FINANCIAL CORPa50629535ex99-3.htm
EX-99.4 - EXHIBIT 99.4 - E TRADE FINANCIAL CORPa50629535ex99-4.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
________________


FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES AND EXCHANGE ACT OF 1934


Date of report: May 8, 2013
(Date of earliest event reported)


E*TRADE FINANCIAL CORPORATION
(Exact name of registrant as specified in charter)


Delaware
1-11921
94-2844166
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)

1271 Avenue of the Americas, 14th Floor, New York, New York 10020
 (Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (646) 521-4300


______________________________
 
 
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:
 
 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
o 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))
 
 
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

 
 

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

At the Company’s Annual Meeting of Stockholders held on May 9, 2013, stockholders considered three proposals, each of which is described in more detail in the Company’s definitive proxy statement filed on March 29, 2013 for the Annual Meeting of Stockholders.

The vote results detailed below represent the final results as certified by the Inspector of Elections:

Proposal 1

Election of nine directors for a term that will end at the Company’s Annual Meeting of Stockholders in 2014.

Director
For
Against
Abstain
Broker Non-Vote
Paul T. Idzik
198,160,097
3,639,082
141,003
46,979,760
Frederick W. Kanner
191,488,454
10,309,267
142,461
46,979,760
James Lam
194,398,882
7,399,446
141,854
46,979,760
Rodger A. Lawson
192,444,834
9,358,281
137,067
46,979,760
Rebecca Saeger
192,452,143
9,349,242
138,797
46,979,760
Joseph L. Sclafani
194,551,865
7,247,279
141,038
46,979,760
Joseph M. Velli
191,493,694
10,303,790
142,698
46,979,760
Donna L. Weaver
194,495,536
7,305,389
139,257
46,979,760
Stephen H. Willard
194,350,926
7,447,962
141,294
46,979,760

Proposal 2

Approval, by a non-binding advisory vote, of compensation paid by the Company to its Named Executive Officers.

For
Against
Abstain
Broker Non-Vote
180,208,978
21,471,856
259,348
46,979,760

Proposal 3

Ratification of the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the Company for 2013.

For
Against
Abstain
245,463,371
3,242,472
214,099

Item 8.01.          Other Events

On May 8, 2013, the Company’s Board approved amendments to each of the Company’s Governance Guidelines, Audit Committee Charter, Compensation Committee Charter, Governance Committee Charter and Risk Oversight Committee Charter.

The Governance Guidelines, Audit Committee Charter, Compensation Committee Charter, Governance Committee Charter and Risk Oversight Committee Charter, are filed as Exhibits 99.1, 99.2, 99.3, 99.4 and 99.5 respectfully to this Current Report on Form 8-K and are incorporated herein by reference.
 
Item 9.01.          Financial Statements and Exhibits

(d) Exhibits.
 
Exhibit No.
 
Description
     
99.1
 
Governance Guidelines, effective May 8, 2013
99.2
 
Audit Committee Charter, effective May 8, 2013
99.3
 
Compensation Committee Charter, effective May 8, 2013
99.4
 
Governance Committee Charter, effective May 8, 2013
99.5
 
Risk Oversight Committee Charter, effective May 8, 2013
     
 

 
 
 

 
 
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.

   
E*TRADE FINANCIAL CORPORATION
 
       
       
       
Dated:  May 9, 2013
By:  
/s/   Karl A. Roessner
 
   
Name:  Karl A. Roessner
 
   
Title:  Corporate Secretary