8-K 1 a51098596.htm E*TRADE FINANCIAL CORPORATION 8-K a51098596.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
________________


FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES AND EXCHANGE ACT OF 1934


Date of report: May 7, 2015
(Date of earliest event reported)


E*TRADE FINANCIAL CORPORATION
(Exact name of registrant as specified in charter)


Delaware
1-11921
94-2844166
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)

1271 Avenue of the Americas, 14th Floor, New York, New York 10020
 (Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (646) 521-4300


______________________________
 
 
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

At the Company’s Annual Meeting of Stockholders held on May 7, 2015, stockholders considered four proposals, each of which is described in more detail in the Company’s definitive proxy statement filed on March 25, 2015 for the Annual Meeting of Stockholders.

The vote results detailed below represent the final results as certified by the Inspector of Elections:

Proposal 1

Election of eleven directors for a term that will end at the Company’s Annual Meeting of Stockholders in 2016.

Director
For
Against
Abstain
Broker
Non-Vote
Richard J. Carbone
241,394,241
342,236
86,536
22,377,679
James P. Healy
241,301,203
435,374
86,436
22,377,679
Paul T. Idzik
241,600,059
143,619
79,335
22,377,679
Frederick W. Kanner
237,277,232
4,457,643
88,138
22,377,679
James Lam
241,297,830
437,760
87,423
22,377,679
Rodger A. Lawson
237,301,997
4,435,272
85,744
22,377,679
Shelley B. Leibowitz
241,190,736
547,502
84,775
22,377,679
Rebecca Saeger
237,288,141
4,449,818
85,054
22,377,679
Joseph L. Sclafani
241,288,103
446,886
88,024
22,377,679
Gary H. Stern
241,291,580
445,180
86,253
22,377,679
Donna L. Weaver
212,151,085
29,610,708
61,220
22,377,679

Proposal 2

Approval of the E*TRADE Financial Corporation 2015 Omnibus Incentive Plan.

For
Against
Abstain
Broker Non-Vote
233,743,929
7,938,202
140,882
22,377,679

Proposal 3

Approval, by a non-binding advisory vote, of compensation paid by the Company to its Named Executive Officers.

For
Against
Abstain
Broker Non-Vote
231,943,614
9,657,183
222,216
22,377,679

Proposal 4

Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2015.

For
Against
Abstain
261,081,015
2,916,477
203,200

 
 
 

 
 
Item 8.01.    Other Events

On May 7, 2015, the Company’s Board approved amendments to each of the Company’s Corporate Governance Guidelines, Audit Committee Charter, Compensation Committee Charter, Governance Committee Charter and Risk Oversight Committee Charter.

The Corporate Governance Guidelines, Audit Committee Charter, Compensation Committee Charter, Governance Committee Charter and Risk Oversight Committee Charter, are filed as Exhibits 99.1, 99.2, 99.3, 99.4 and 99.5, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
 
 
 

 
 
Item 9.01.          Financial Statements and Exhibits

(d) Exhibits.
 
Exhibit No.
 
Description
     
99.1
 
Corporate Governance Guidelines, effective May 7, 2015
99.2
 
Audit Committee Charter, effective May 7, 2015
99.3
 
Compensation Committee Charter, effective May 7, 2015
99.4
 
Governance Committee Charter, effective May 7, 2015
99.5
 
Risk Oversight Committee Charter, effective May 7, 2015
     
 
 
 

 

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.
 
  E*TRADE FINANCIAL CORPORATION  
       
       
Dated:  May 8, 2015  
By:
/s/ Karl A. Roessner  
    Name:  Karl A. Roessner  
    Title:  Corporate Secretary