UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
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Emerging growth company
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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 September 5, 2023, the Board of Directors of Discover Financial Services (the “Company”) appointed Kathy “Moe” Lonowski as a director of the Company and as a member of the Board of Directors of Discover Bank, effective immediately, and correspondingly increased the size of the Board to 13 directors. In connection with her appointment to the Board, Ms. Lonowski is being named to the Risk Oversight Committee of the Board.
The Board has determined that Ms. Lonowski has no material relationship with the Company or Discover Bank (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company) and is independent for purposes of the New York Stock Exchange listing standards applicable to the Company. There are no arrangements or understandings between Ms. Lonowski and any other person pursuant to which Ms. Lonowski was selected as a director, and there are no transactions involving Ms. Lonowski that would be required to be reported under Item 404(a) of Regulation S-K.
In connection with her appointment, Ms. Lonowski’s compensation will be consistent with the Company’s previously disclosed standard compensatory arrangements for non-employee directors, which are described in the Company’s most recent proxy statement filed with the Securities and Exchange Commission on March 17, 2023, under the heading “Director Compensation.”
A copy of the press release announcing Ms. Lonowski’s appointment is attached as Exhibit 99.1 to this report.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit |
Description | |
99.1 | Press Release of the Company dated September 5, 2023 | |
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 September 5, 2023 | By: | /s/ Hope D. Mehlman | ||||
Name: | Hope D. Mehlman | |||||
Title: | Executive Vice President, Chief Legal Officer, General Counsel and Secretary |
Exhibit 99.1
DISCOVER FINANCIAL SERVICES AND DISCOVER BANK APPOINT
KATHY MOE LONOWSKI TO THEIR BOARDS OF DIRECTORS
RIVERWOODS, IL, Sept. 5, 2023 Discover Financial Services (NYSE: DFS) today announced that Kathy Moe Lonowski has been appointed to the Boards of Directors of Discover Financial Services and its subsidiary, Discover Bank, effective immediately. She will serve on the Boards Risk Oversight Committee.
Moe has 38 years of bank regulatory experience, including with prudential oversight of some of the largest financial institutions in the U.S. She recently retired as Regional Director of the Federal Deposit Insurance Corporation (FDIC), San Francisco Region, a role she held since 2016. As Director of the San Francisco Region, the FDICs largest in terms of Gross Domestic Product, Moe evaluated the operations of 350 insured financial institutions and led the risk management and consumer protection divisions covering 11 western states. She also supported the management of examination and legal risk-related technical issues and assessed solutions related to potential enforcement actions and civil money penalties.
Prior to her role as Regional Director for the San Francisco Region, Moe served as an FDIC Deputy Regional Director, Risk Management Supervision, and Field Supervisor, Risk Management Supervision.
Kathys knowledge and depth of experience gained during her tenure with the FDIC make her an excellent addition to our Board, said Tom Maheras, Chairman of the Board. With compliance being a top priority at Discover, Kathys expertise with regulatory issues and understanding of the financial services industry will help make the company more effective in managing risk.
About Discover
Discover Financial Services (NYSE: DFS) is a digital banking and payment services company with one of the most recognized brands in U.S. financial services. Since its inception in 1986, the company has become one of the largest card issuers in the United States. The company issues the Discover® card, Americas cash rewards pioneer, and offers private student loans, personal loans, home loans, checking and savings accounts and certificates of deposit through its banking business. It operates the Discover Global Network® comprised of Discover Network, with millions of merchants and cash access locations; PULSE®, one of the nations leading ATM/debit networks; and Diners Club International®, a global payments network with acceptance around the world. For more information, visit www.discover.com/company.
Media Contact
Matthew Towson
224-405-5649
matthewtowson@discover.com
@Discover_News
Investor Relations
Eric Wasserstrom
224-405-4555
investorrelations@discover.com
E
Document and Entity Information |
Sep. 05, 2023 |
---|---|
Cover [Abstract] | |
Amendment Flag | false |
Entity Central Index Key | 0001393612 |
Document Type | 8-K |
Document Period End Date | Sep. 05, 2023 |
Entity Registrant Name | DISCOVER FINANCIAL SERVICES |
Entity File Number | 001-33378 |
Entity Incorporation State Country Code | DE |
Entity Tax Identification Number | 36-2517428 |
Entity Address, Address Line One | 2500 Lake Cook Road |
Entity Address, City or Town | Riverwoods |
Entity Address, State or Province | IL |
Entity Address, Postal Zip Code | 60015 |
City Area Code | (224) |
Local Phone Number | 405-0900 |
Written Communications | false |
Soliciting Material | false |
Pre Commencement Tender Offer | false |
Pre Commencement Issuer Tender Offer | false |
Security 12b Title | Common Stock, par value $0.01 per share |
Trading Symbol | DFS |
Security Exchange Name | NYSE |
Entity Emerging Growth Company | false |
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