Form 8-K

 

 

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): April 18, 2012

 

 

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))

 

 

 


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

Discover Financial Services (“Company”) held its annual shareholders meeting on April 18, 2012. At the annual meeting, the Company’s 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 director’s earlier resignation, death or removal, (ii) approved the advisory vote on named executive officer compensation, and (iii) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2012.

The Company’s independent inspector of elections reported the vote of the shareholders as follows:

Proposal 1: Election of Directors.

 

Nominees

 

Votes FOR

 

Votes

AGAINST

 

Votes ABSTAIN

 

Broker Non-

Votes

Jeffrey S. Aronin

  418,090,922   9,581,769   334,276   35,653,333

Mary K. Bush

  422,470,421   5,103,689   432,858   35,653,333

Gregory C. Case

  418,015,721   9,660,135   331,111   35,653,333

Robert M. Devlin

  418,212,154   9,468,882   325,931   35,653,333

Cynthia A. Glassman

  426,690,868   1,013,438   302,661   35,653,333

Richard H. Lenny

  418,510,907   9,167,038   329,023   35,653,333

Thomas G. Maheras

  426,640,347   1,031,877   334,743   35,653,333

Michael H. Moskow

  426,289,982   1,392,696   324,289   35,653,333

David W. Nelms

  416,549,504   11,097,416   360,047   35,653,333

E. Follin Smith

  426,747,939   914,574   344,455   35,653,333

Lawrence A. Weinbach

  426,449,324   1,205,714   351,929   35,653,333

Proposal 2: Advisory Vote to Approve Named Executive Officer Compensation.

 

Votes FOR

 

Votes AGAINST

 

Votes ABSTAIN

 

Broker Non-Votes

406,214,980

  20,307,721   1,483,264   35,654,336

Proposal 3: Ratification of the appointment of Deloitte & Touche LLP as independent registered public accounting firm.

 

Votes FOR

 

Votes AGAINST

 

Votes ABSTAIN

 

Broker Non-Votes

453,857,894

  8,821,419   980,987   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: April 19, 2012   By:  

/s/ Simon B. Halfin

    Name: Simon B. Halfin
    Title: Vice President, Assistant General Counsel and Assistant Secretary