UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
(a) The 2026 Annual Meeting of Stockholders of The Charles Schwab Corporation (“CSC”) was held on May 21, 2026.
(b) All nominees for director were elected, and each nominee received more “for” votes than “against” votes cast for the nominee’s election. The proposal to ratify the selection of Deloitte & Touche LLP (“Deloitte”) as CSC’s independent auditors for the 2026 fiscal year was approved. The advisory vote on named executive officer (“NEO”) compensation was approved. The proposal to amend CSC’s Fifth Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), and to make conforming amendments to CSC’s Amended and Restated Bylaws (the “Bylaws”) to declassify the Board, which required the affirmative vote of 80% of all outstanding shares of CSC’s common stock, was not approved. The final voting results were as follows:
| For | Against | Abstain | Broker Non-Vote |
|||||||||||||
| 1. Election of Directors |
||||||||||||||||
| a. Marianne C. Brown |
1,408,658,965 | 29,435,843 | 682,725 | 84,683,838 | ||||||||||||
| b. Frank C. Herringer |
1,212,511,461 | 225,534,010 | 732,061 | 84,683,838 | ||||||||||||
| c. Richard A. Wurster |
1,423,016,970 | 15,088,969 | 671,594 | 84,683,838 | ||||||||||||
| d. Carolyn Schwab-Pomerantz |
1,395,829,880 | 42,294,838 | 652,815 | 84,683,838 | ||||||||||||
| 2. Ratification of the Selection of Deloitte as Independent Auditors |
1,428,761,603 | 94,064,846 | 634,921 | 0 | ||||||||||||
| 3. Advisory Vote to Approve NEO Compensation |
1,334,329,063 | 102,974,299 | 1,474,171 | 84,683,838 | ||||||||||||
| 4. Approval of Amendments to Certificate of Incorporation and Bylaws to Declassify the Board of Directors |
1,322,891,548 | 114,865,672 | 1,020,313 | 84,683,838 | ||||||||||||
SIGNATURE
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.
| THE CHARLES SCHWAB CORPORATION | ||||||
| Date: May 22, 2026 | By: | /s/ Peter J. Morgan III | ||||
| Peter J. Morgan III | ||||||
| Managing Director, General Counsel and Corporate Secretary | ||||||