Form 4 - Statement of changes in beneficial ownership of securities
31 May 2024 - 9:14AM
Edgar (US Regulatory)
SEC Form 4
FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB APPROVAL |
OMB Number: |
3235-0287 |
Estimated average burden |
hours per response: |
0.5 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b). |
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SCHWAB CHARLES CORP
[ SCHW ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X |
Director |
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10% Owner |
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Officer (give title below) |
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Other (specify below) |
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3. Date of Earliest Transaction
(Month/Day/Year) 05/28/2024
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
X |
Form filed by One Reporting Person |
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Form filed by More than One Reporting Person |
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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Code |
V |
Amount |
(A) or (D) |
Price |
Common Stock |
05/28/2024 |
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A |
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1,809
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A |
$0
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9,204 |
D |
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Common Stock |
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442,807 |
I |
by Trust |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Nonqualified Stock Option (right to buy) |
$70.79
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05/28/2024 |
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A |
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4,496 |
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05/28/2034 |
Common Stock |
4,496 |
$0
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4,496 |
D |
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Explanation of Responses: |
Remarks: |
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/s/ P. Blake Allen, Attorney-in-fact |
05/30/2024 |
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** Signature of Reporting Person |
Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* If the form is filed by more than one reporting person,
see
Instruction
4
(b)(v). |
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
Exhibit 24 – Power of Attorney POWER OF ATTORNEY I, Christopher V. Dodds, appoint each of P. Blake Allen, Kristopher R. Tate, and Jeffrey E. Salvesen of The Charles Schwab Corporation (the “Company”), signing singly, as my attorney-in-fact to: (1) Execute on my behalf and in my capacity as an officer and/or director of the Company, Forms 3, 4 and 5 (each, a “Form” and together, the “Forms”) in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (2) Perform any and all acts on my behalf that may be necessary or desirable to prepare and execute any Form and timely file or submit such Form with the United States Securities and Exchange Commission and any stock exchange or similar authority; (3) Obtain, as my representative and on my behalf, information regarding transactions in the Company’s equity securities from any third party, including the Company and any brokers, dealers, employee benefit plan administrators and trustee, and I authorize any such third party to release any such information to such attorney-in-fact; and (4) Take any other action in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by me, it being understood that the documents executed by such attorney-in-fact on my behalf pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his or her discretion. I grant to each such attorney-in-fact full power and authority to do and perform any act necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as I might or could do if personally present. I ratify and confirm all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do by the rights and powers granted by this Power of Attorney. Each attorney-in-fact shall have full power of substitution or revocation. I acknowledge that these attorneys-in-fact, in serving in such capacity at my request, are not assuming, nor is the Company assuming, any of my responsibilities to comply with Section 16 of the Exchange Act, or any associated liability, or any of my liability for disgorgement of profits under Section 16(b) of the Exchange Act. This Power of Attorney shall remain in full force and effect until I am no longer required to file Forms with respect to my holdings of and transactions in securities issued by the Company, unless (i) I earlier revoke it in a signed writing delivered to the Office of the Corporate Secretary of the Company, or (ii) with respect to each individual attorney-in-fact, upon their retirement or termination of employment with the Company. This Power of Attorney revokes all previous powers of attorney with respect to the subject matter of this Power of Attorney. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney. Dated: January 24, 2024 /s/ Christopher V. Dodds Name: Christopher V. Dodds
Exhibit 24 – Power of Attorney POWER OF ATTORNEY I, Christopher V. Dodds, appoint each of P. Blake Allen, Kristopher R. Tate, and Jeffrey E. Salvesen of The Charles Schwab Corporation (the “Company”), signing singly, as my attorney-in-fact to: (1) Execute on my behalf and in my capacity as an officer and/or director of the Company, Forms 3, 4 and 5 (each, a “Form” and together, the “Forms”) in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (2) Perform any and all acts on my behalf that may be necessary or desirable to prepare and execute any Form and timely file or submit such Form with the United States Securities and Exchange Commission and any stock exchange or similar authority; (3) Obtain, as my representative and on my behalf, information regarding transactions in the Company’s equity securities from any third party, including the Company and any brokers, dealers, employee benefit plan administrators and trustee, and I authorize any such third party to release any such information to such attorney-in-fact; and (4) Take any other action in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by me, it being understood that the documents executed by such attorney-in-fact on my behalf pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his or her discretion. I grant to each such attorney-in-fact full power and authority to do and perform any act necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as I might or could do if personally present. I ratify and confirm all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do by the rights and powers granted by this Power of Attorney. Each attorney-in-fact shall have full power of substitution or revocation. I acknowledge that these attorneys-in-fact, in serving in such capacity at my request, are not assuming, nor is the Company assuming, any of my responsibilities to comply with Section 16 of the Exchange Act, or any associated liability, or any of my liability for disgorgement of profits under Section 16(b) of the Exchange Act. This Power of Attorney shall remain in full force and effect until I am no longer required to file Forms with respect to my holdings of and transactions in securities issued by the Company, unless (i) I earlier revoke it in a signed writing delivered to the Office of the Corporate Secretary of the Company, or (ii) with respect to each individual attorney-in-fact, upon their retirement or termination of employment with the Company. This Power of Attorney revokes all previous powers of attorney with respect to the subject matter of this Power of Attorney. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney. Dated: January 24, 2024 /s/ Christopher V. Dodds Name: Christopher V. Dodds
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