Form 8-K





Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 13, 2010



The Charles Schwab Corporation

(Exact name of registrant as specified in its charter)



Commission File Number: 1-9700


Delaware   94-3025021

(State or other jurisdiction

of incorporation)


(I.R.S. Employer

Identification No.)

211 Main Street, San Francisco, CA 94105

(Address of principal executive offices, including zip code)

(415) 667-7000

(Registrant’s telephone number, including area code)


(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))




Item 5.07 Submission of Matters to a Vote of Security Holders

The Annual Meeting of Stockholders of The Charles Schwab Corporation (CSC) was held on May 13, 2010. All nominees for election as a director were elected, and each nominee received more “for” votes than “against” votes cast for his or her election. The proposals for ratification of CSC’s independent auditors and for approval of the amended Corporate Executive Bonus Plan were approved. The stockholder proposal regarding political contributions and the stockholder proposal regarding death benefits were not approved. The final voting results were as follows:


          For    Against    Abstain    Broker Non-Vote
1    Election of Directors            

(a) Arun Sarin

   970,540,360    10,472,568    1,192,021    112,725,360

(b) Paula Sneed

   975,443,479    5,634,083    1,127,387    112,725,360
2    Ratification of Independent Auditors    1,074,054,594    19,739,288    1,136,427    —  
3    Approval of Amended Corporate Executive Bonus Plan    948,303,048    31,797,198    2,084,953    112,745,110
4    Stockholder Proposal Regarding Political Contributions    272,866,549    549,056,123    160,263,362    112,744,275
5    Stockholder Proposal Regarding Death Benefits    340,856,391    638,409,361    2,927,982    112,736,575


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.


Date: May 18, 2010     By:  

/s/ Joseph R. Martinetto

      Joseph R. Martinetto
      Executive Vice President and Chief Financial Officer