UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 6, 2022, the board of directors of Discover Financial Services (the “Company”) appointed John B. Owen as a director of the Company and to serve on the Risk Oversight Committee, and correspondingly increased the size of the Board to 13 directors. A copy of the press release announcing the appointment of Mr. Owen is attached as Exhibit 99.1 to this report.
There are no arrangements or understandings between Mr. Owen and any other person pursuant to which Mr. Owen was selected as a director. There are no transactions involving Mr. Owen that would be required to be reported under Item 404(a) of Regulation S-K.
In connection with his appointment as a director of the Company, Mr. Owen will be eligible for compensation under the Company’s Directors’ Compensation Plan (the “Plan”). Under the Plan, Mr. Owen will receive an annual cash retainer for his service as a director of $105,000 and will receive an annual committee member fee of $20,000 for his service on the Risk Oversight Committee, each prorated from the date of his appointment as a director.
In addition, on June 6, 2022, Mr. Owen received a grant of 1,404 restricted stock units under the Plan, which is the annual equity award prorated from the date of his appointment as a director. The restricted stock unit awards vest on the earlier of the first anniversary of the date of grant or immediately prior to the first annual meeting of shareholders following the date of grant, subject to the terms and conditions of the Plan. All restricted stock unit awards are to be settled in shares of Company common stock. Like other eligible directors under the Plan, Mr. Owen will be eligible to receive subsequent awards of restricted stock units under the Plan on the date of each annual shareholders meeting. Under the Plan, the amount of such subsequent awards of restricted stock units shall be equal to the number obtained by dividing $170,000 by the fair market value (as defined in the Plan) of a share of Company common stock on such day.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Press Release of the Company dated June 7, 2022 | |
| 104 | Cover Page Interactive Data File — the cover page from this Current Report on Form 8-K, formatted as Inline XBRL (included as Exhibit 101). | |
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 June 7, 2022 | By: | /s/ Philip J. Castrogiovanni | ||||
| Name: | Philip J. Castrogiovanni | |||||
| Title: | Vice President, Secretary and Deputy General Counsel | |||||