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 11, 2017
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)
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)) |
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) | Discover Financial Services (the “Company”) held its 2017 Annual Meeting of Shareholders (the “Annual Meeting”) on May 11, 2017. |
| (b) | At the Annual Meeting, the Company’s shareholders voted on four 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 | 304,424,386 | 1,811,459 | 488,755 | 33,213,700 | ||||||||||||
| Mary K. Bush | 296,060,353 | 9,448,369 | 1,215,876 | 33,213,700 | ||||||||||||
| Gregory C. Case | 304,157,110 | 2,071,198 | 496,290 | 33,213,700 | ||||||||||||
| Candace H. Duncan | 305,249,578 | 996,533 | 478,409 | 33,213,700 | ||||||||||||
| Joseph F. Eazor | 305,492,195 | 745,153 | 487,252 | 33,213,700 | ||||||||||||
| Cynthia A. Glassman | 305,617,210 | 625,952 | 481,436 | 33,213,700 | ||||||||||||
| Richard H. Lenny | 301,319,411 | 4,170,113 | 1,235,075 | 33,213,700 | ||||||||||||
| Thomas G. Maheras | 305,437,180 | 792,916 | 494,504 | 33,213,700 | ||||||||||||
| Michael H. Moskow | 304,230,773 | 2,003,027 | 490,800 | 33,213,700 | ||||||||||||
| David W. Nelms | 293,870,151 | 11,581,943 | 1,272,506 | 33,213,700 | ||||||||||||
| Mark A. Thierer | 304,649,316 | 1,573,974 | 501,308 | 33,213,700 | ||||||||||||
| Lawrence A. Weinbach | 300,511,741 | 5,717,203 | 495,656 | 33,213,700 | ||||||||||||
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 | |||
| 293,264,510 | 12,495,223 | 965,125 | 33,213,700 |
Proposal 3: Advisory Vote on the Frequency of an Advisory Vote on Named Executive Officer Compensation. The Company’s shareholders cast their votes for this advisory proposal, as follows:
| 1 Year |
2 Years |
3 Years |
Votes ABSTAIN |
Broker Non-Votes | ||||
| 272,596,935 | 777,159 | 32,722,534 | 627,863 | 33,213,700 |
Proposal 4: 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 | |||
| 335,060,402 | 4,214,076 | 664,081 | 0 |
| (d) | In accordance with the Board of Directors’ recommendation, and in light of the results of the vote reported under Item 5.07(b) herein, the Company’s Board of Directors has decided that it will include an advisory shareholder vote on named executive officer compensation listed in the Proxy Statement for its Annual Meeting of Shareholders every year until the next required vote on the frequency of shareholder votes on named executive officer compensation. |
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 16, 2017 | By: | /s/ Jennifer K. Schott | ||||
| Jennifer K. Schott | ||||||
| Vice President, Assistant General Counsel and Assistant Secretary | ||||||