DISCOVER FINANCIAL SERVICES (NYSE:DFS) Files An 8-K Submission of Matters to a Vote of Security Holders
Item5.07.
|
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 May11, 2017. |
| (b) |
At the Annual Meeting, the Companys 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 Companys 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 | ||||||||||||
| CynthiaA.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 | ||||||||||||
| MichaelH.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 | ||||||||||||
| LawrenceA.Weinbach | 300,511,741 | 5,717,203 | 495,656 | 33,213,700 |
Proposal 2: Advisory Vote to Approve Named Executive
Officer Compensation. The Companys 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
Companys 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 Companys 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 |
| (d) |
In accordance with the Board of Directors recommendation, and in light of the results of the vote reported under Item5.07(b) herein, the Companys 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. |
About DISCOVER FINANCIAL SERVICES (NYSE:DFS)
Discover Financial Services (DFS) is a direct banking and payment services company. The Company is a bank holding company, as well as a financial holding company. The Company operates through two segments: Direct Banking, which includes consumer banking and lending products, specifically Discover-branded credit cards issued to individuals and small businesses on the Discover Network and other consumer banking products and services, including personal loans, home equity loans, and other consumer lending and deposit products, and Payment Services segment, which includes PULSE and its Network Partners business. PULSE is an automated teller machine, debit and electronic funds transfer network. The Company’s Network Partners business provides payment transaction processing and settlement services on the Discover Network. The Company provides direct banking products and services, and payment services through its subsidiaries. DISCOVER FINANCIAL SERVICES (NYSE:DFS) Recent Trading Information
DISCOVER FINANCIAL SERVICES (NYSE:DFS) closed its last trading session down -0.63 at 60.17 with 3,383,661 shares trading hands.
