DISCOVER FINANCIAL SERVICES (NYSE:DFS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 18, 2019, the board of directors of Discover Financial Services (the “Company”) appointed Jennifer L. Wong as a director of the Company. The board also appointed Ms. Wong to serve on the Risk Oversight Committee on this date. A copy of the press release announcing the appointment of Ms. Wong is attached as Exhibit 99.1 to this report.
There are no arrangements or understandings between Ms. Wong and any other person to which Ms. Wong was selected as a director. There are no transactions involving Ms. Wong that would be required to be reported under Item 404(a) of Regulation S-K.
In connection with her appointment as a director of the Company, Ms. Wong will be eligible for compensation under the Company’s Directors’ Compensation Plan (the “Plan”). Under the Plan, Ms. Wong will receive an annual retainer for her service as a director of $105,000 and will receive an annual committee member fee of $20,000 for her service on the Risk Oversight Committee, each prorated from the date of her appointment as a director.
In addition, on July 18, 2019, Ms. Wong received a grant of 1,531 restricted stock units under the Plan, which is the annual equity award prorated from the date of her appointment as a director. The restricted stock unit awards vest on the first anniversary of the date of grant, subject to the terms and conditions of the Plan. All restricted stock unit awards are to be settled in shares of Company common stock. Like other eligible directors under the Plan, Ms. Wong will be eligible to receive subsequent awards of restricted stock units under the Plan on the date of each annual shareholders meeting. Under the Plan, the amount of such subsequent awards of restricted stock units shall be equal to the number obtained by dividing $150,000 by the fair market value (as defined in the Plan) of a share of Company common stock on such day.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 99.1 | Press Release of the Company dated July 19, 2019 |
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