Current Report Filing (8-k)
17 May 2016 - 7:20AM
Edgar (US Regulatory)
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 12, 2016
DISCOVER FINANCIAL SERVICES
(Exact name of registrant as specified in its charter)
Commission
File Number: 001-33378
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Delaware
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36-2517428
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(State or other jurisdiction
of incorporation)
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(IRS Employer
Identification No.)
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2500 Lake Cook Road, Riverwoods, Illinois 60015
(Address of principal executive offices, including zip code)
(224) 405-0900
(Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.07. Submission of Matters to a Vote of Security Holders.
Discover Financial Services (the Company) held its annual shareholders meeting on May 12, 2016. At the annual meeting, the
Companys shareholders (i) elected each of the persons listed below to serve as a director of the Company for a term that will continue until the next annual meeting of shareholders or until his or her successor has been duly elected and
qualified or the directors earlier resignation, death or removal, (ii) approved the advisory vote on the compensation of our named executive officers, and (iii) ratified the appointment of Deloitte & Touche LLP as the
Companys independent registered public accounting firm for 2016. The Companys independent inspector of elections reported the vote of the shareholders as follows:
Proposal 1: Election of Directors.
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Nominees
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Votes FOR
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Votes
AGAINST
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Votes
ABSTAIN
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Broker
Non-Votes
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Jeffrey S. Aronin
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327,078,402
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1,928,384
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1,136,637
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34,970,660
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Mary K. Bush
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313,337,835
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15,791,705
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1,013,883
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34,970,660
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Gregory C. Case
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327,224,948
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1,788,280
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1,129,785
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34,970,660
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Candace H. Duncan
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328,151,253
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982,688
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1,009,483
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34,970,660
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Joseph F. Eazor
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309,395,350
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19,712,185
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1,035,888
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34,970,660
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Cynthia A. Glassman
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328,024,183
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1,107,784
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1,011,045
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34,970,660
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Richard H. Lenny
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313,291,039
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15,724,444
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1,127,940
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34,970,660
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Thomas G. Maheras
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328,103,714
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1,009,973
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1,029,736
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34,970,660
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Michael H. Moskow
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327,178,839
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2,036,772
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927,401
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34,970,660
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David W. Nelms
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315,783,567
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12,023,524
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2,335,869
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34,970,660
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Mark A. Thierer
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327,179,146
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1,834,740
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1,129,537
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34,970,660
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Lawrence A. Weinbach
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280,701,131
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48,510,049
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931,832
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34,970,660
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Proposal 2: Advisory vote to approve the compensation of our named executive officers.
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Votes FOR
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Votes AGAINST
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Votes ABSTAIN
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Broker Non-Votes
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306,972,394
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21,713,264
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1,457,338
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34,970,660
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Proposal 3: Ratification of the appointment of Deloitte & Touche LLP as the Companys
independent registered public accounting firm.
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Votes FOR
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Votes AGAINST
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Votes ABSTAIN
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Broker Non-Votes
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359,832,266
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4,190,697
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1,091,121
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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.
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DISCOVER FINANCIAL SERVICES
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Dated: May 16, 2016
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By:
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/s/ Jennifer Schott
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Name:
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Jennifer Schott
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Title:
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Vice President and Assistant General Counsel
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