E*TRADE Financial Corporation (NASDAQ:ETFC) Files An 8-K Material Modification to Rights of Security Holders
Item 3.03. Material Modification to Rights of Security Holders

Upon issuance of the Series B Preferred Stock (as defined in Item 3.03 below) on December6, 2017, the ability of E*TRADE Financial Corporation (the “Company”) to declare or pay dividends or distributions on, or purchase, redeem or otherwise acquire for consideration, shares of its junior stock became subject to certain restrictions in the event that the Company fails to declare and pay full dividends (or declare and set aside a sum sufficient for the payment thereof) on its Series B Preferred Stock. “Junior stock” means any class or series of capital stock of the Company that ranks junior to the Series B Preferred Stock as to the payment of dividends or the distribution of assets upon liquidation, dissolution or winding up of the Company. Junior stock includes the Company’s common stock. These restrictions are set forth in the Certificate of Designations establishing the terms of the Series B Preferred Stock, a copy of which is filed as Exhibits3.1 and 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 3.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective December6, 2017, the Company amended its Amended and Restated Certificate of Incorporation with the filing of a Certificate of Designations with the Secretary of State of the State of Delaware, establishing the terms of the Company’s Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series B, par value $0.01 per share, liquidation preference $100,000 per share (the “Series B Preferred Stock”). A copy of the Certificate of Designations relating to the Series B Preferred Stock is filed as Exhibits3.1 and 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On November27, 2017, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters listed in Schedule 1 thereto (collectively, the “Underwriters”), under which the Company agreed to sell to the Underwriters 300,000 depositary shares, each representing a 1/100th ownership interest in a share of Series B Preferred Stock (the “depositary shares”). A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Additional exhibits are filed herewith in connection with the offering, issuance and sale of the depositary shares under the Company’s Registration Statement on Form S-3 (File No.333-203953).

E TRADE FINANCIAL CORP Exhibit
EX-1.1 2 d505626dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 EXECUTION VERSION E*TRADE FINANCIAL CORPORATION 300,…
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About E*TRADE Financial Corporation (NASDAQ:ETFC)

E*Trade Financial Corporation is a financial services company. The Company provides brokerage and related products and services primarily to individual retail investors under the brand E*TRADE Financial. The Company also provides investor-focused banking products, primarily sweep deposits, to retail investors. The Company operates in two segments: trading and investing, and balance sheet management. Its trading and investing segment offers a suite of financial products and services to individual retail investors. Its balance sheet management segment focuses on asset allocation and managing credit, liquidity and interest rate risks. Its hybrid service delivery model is delivered through various digital platforms: E*TRADE.com, E*TRADE Mobile and E*TRADE Pro. E*TRADE.com is its site that provides customers with tools, guidance, actionable ideas, research and education to take control of their finances. E*TRADE Mobile offers trading applications for various smartphones and tablets.