false 0001393612 0001393612 2024-05-09 2024-05-09

 

 

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 9, 2024

 

 

DISCOVER FINANCIAL SERVICES

(Exact name of registrant as specified in its charter)

 

 

Commission File Number: 001-33378

 

Delaware   36-2517428

(State or other jurisdiction

of incorporation)

  

(IRS Employer

Identification No.)

2500 Lake Cook Road, Riverwoods, Illinois 60015

(Address of principal executive offices, including zip code)

(224) 405-0900

(Registrant’s 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:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading

symbol(s)

  

Name of each exchange

on which registered

Common Stock, par value $0.01 per share   DFS   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the Annual Meeting of Shareholders of Discover Financial Services (the “Company”) held on May 9, 2024, the Company’s shareholders voted on three proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on March 15, 2024, and as supplemented by the Company’s proxy statement supplement, as filed with the SEC on April 2, 2024. Below are the matters the shareholders voted on and the final vote results.

Proposal 1: Election of Directors. Each of the ten director nominees listed below were elected to serve as a director of the Company for a term expiring at the 2025 Annual Meeting of Shareholders or until his or her successor has been duly elected and qualified. The voting results were as follows:

 

Nominees    Votes FOR    Votes AGAINST    Votes
ABSTAIN		    Broker Non-Votes

Candace H. Duncan

    193,799,331    3,595,667    556,565    22,595,330

Joseph F. Eazor

    194,843,099    2,526,979    581,486    22,595,330

Kathy L. Lonowski

    195,909,141    1,483,478    558,944    22,595,330

Thomas G. Maheras

    189,389,508    7,989,397    572,659    22,595,330

Daniela O’Leary-Gill

    195,871,558    1,524,655    555,350    22,595,330

John B. Owen

    194,989,642    2,389,351    572,570    22,595,330

David L. Rawlinson II

    192,283,372    4,135,860    1,532,331    22,595,331

J. Michael Shepherd

    193,075,611    4,296,147    579,805    22,595,330

Beverley A. Sibblies

    194,881,100    2,506,804    563,660    22,595,330

Jennifer L. Wong

    194,377,770    3,014,890    558,903    22,595,330

Proposal 2: Say on Pay (Advisory Vote to Approve Named Executive Officer Compensation). The Company’s shareholders approved, on an advisory basis, the compensation paid to the named executive officers. The voting results were as follows:

 

Votes FOR   Votes AGAINST   Votes ABSTAIN   Broker Non-Votes
181,853,592   15,705,216   392,755   22,595,330

Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm. The Company’s shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2024. The voting results were as follows;

 

Votes FOR   Votes AGAINST   Votes ABSTAIN   Broker Non-Votes
217,049,748   3,212,298   284,848   0

 

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.

 

  DISCOVER FINANCIAL SERVICES
Dated: May 10, 2024   By:  

/s/ Hope D. Mehlman

    Name: Hope D. Mehlman
    Title: Executive Vice President, Chief Legal Officer, General Counsel and Corporate Secretary
v3.24.1.1.u2
Document and Entity Information
May 09, 2024
Cover [Abstract]  
Amendment Flag false
Entity Central Index Key 0001393612
Document Type 8-K
Document Period End Date May 09, 2024
Entity Registrant Name DISCOVER FINANCIAL SERVICES
Entity File Number 001-33378
Entity Incorporation State Country Code DE
Entity Tax Identification Number 36-2517428
Entity Address, Address Line One 2500 Lake Cook Road
Entity Address, City or Town Riverwoods
Entity Address, State or Province IL
Entity Address, Postal Zip Code 60015
City Area Code (224)
Local Phone Number 405-0900
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common Stock, par value $0.01 per share
Trading Symbol DFS
Security Exchange Name NYSE
Entity Emerging Growth Company false
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