Earnings Feed
Start Free
$SCHW·8-K

SCHWAB CHARLES CORP · May 22, 4:30 PM ET

Compare

SCHWAB CHARLES CORP 8-K

Research Summary

AI-generated summary

Updated

Schwab Charles Corp Annual Meeting: Directors Re-elected; Declassification Fails

What Happened
The Charles Schwab Corporation held its 2026 Annual Meeting of Stockholders on May 21, 2026 and filed the results on May 22, 2026. All director nominees were elected, each receiving more "for" than "against" votes. The stockholders ratified Deloitte & Touche LLP as independent auditors for fiscal 2026 and approved the advisory vote on named executive officer (NEO) compensation. However, the proposal to amend the Certificate of Incorporation and Bylaws to declassify the Board — which required an affirmative vote of 80% of all outstanding common shares — did not receive the required approval.

Key Details

  • Directors elected (votes For / Against / Abstain / Broker Non-Vote):
    • Marianne C. Brown: 1,408,658,965 / 29,435,843 / 682,725 / 84,683,838
    • Frank C. Herringer: 1,212,511,461 / 225,534,010 / 732,061 / 84,683,838
    • Richard A. Wurster: 1,423,016,970 / 15,088,969 / 671,594 / 84,683,838
    • Carolyn Schwab-Pomerantz: 1,395,829,880 / 42,294,838 / 652,815 / 84,683,838
  • Ratification of Deloitte as independent auditors: 1,428,761,603 For / 94,064,846 Against / 634,921 Abstain (no broker non-votes).
  • Advisory vote to approve NEO compensation: 1,334,329,063 For / 102,974,299 Against / 1,474,171 Abstain / 84,683,838 Broker Non-Vote.
  • Proposal to declassify the Board: 1,322,891,548 For / 114,865,672 Against / 1,020,313 Abstain / 84,683,838 Broker Non-Vote — did not meet the required 80% of outstanding shares.

Why It Matters
For investors, the results confirm the current board slate will continue to serve (no director elections failed), and Deloitte remains the company’s auditor. The failure of the declassification proposal means the Board stays classified (staggered terms), which affects corporate governance dynamics and the timeline for any potential board turnover. The advisory approval of NEO compensation indicates majority shareholder support, though the sizable opposing votes on some items (notably the large “against” vote for one director and on executive pay) highlight areas of shareholder concern.

Loading document...