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 12, 2016
(Date of earliest event reported)
E*TRADE FINANCIAL CORPORATION
(Exact name of registrant as specified in charter)
Delaware
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1-11921
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94-2844166
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification
No.)
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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 12, 2016, stockholders considered three proposals, each of which is described in more detail in the Company’s definitive proxy statement filed on March 30, 2016 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 2017 Annual Meeting of Stockholders.
Director
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For
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Against
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Abstain
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Broker
Non-Vote
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Richard J. Carbone
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237,126,467
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277,725
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70,093
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16,018,525
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James P. Healy
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237,104,369
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299,956
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69,960
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16,018,525
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Paul T. Idzik
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237,097,123
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308,705
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68,457
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16,018,525
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Frederick W. Kanner
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237,035,291
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368,971
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70,023
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16,018,525
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James Lam
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237,123,033
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280,666
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70,586
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16,018,525
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Rodger A. Lawson
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237,094,969
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307,385
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71,931
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16,018,525
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Shelley B. Leibowitz
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237,121,861
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286,184
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66,240
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16,018,525
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Rebecca Saeger
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237,121,046
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285,263
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67,976
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16,018,525
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Joseph L. Sclafani
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237,116,065
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286,535
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71,685
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16,018,525
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Gary H. Stern
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237,214,385
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189,047
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70,853
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16,018,525
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Donna L. Weaver
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235,002,505
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2,408,693
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63,087
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16,018,525
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Proposal 2
Approval, by a non-binding advisory vote, of compensation paid by the Company to its Named Executive Officers.
For
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Against
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Abstain
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Broker Non-Vote
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228,173,286
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9,179,640
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121,359
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16,018,525
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Proposal 3
Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2016.
For
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Against
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Abstain
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249,379,341
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4,004,221
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109,248
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Item 8.01. Other Events
On May 12, 2016, 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.
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Description
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99.1
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Corporate Governance Guidelines, effective May 12, 2016
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99.2
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Audit Committee Charter, effective May 12, 2016
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99.3
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Compensation Committee Charter, effective May 12, 2016
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99.4
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Governance Committee Charter, effective May 12, 2016
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99.5
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Risk Oversight Committee Charter, effective May 12, 2016
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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.
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E*TRADE FINANCIAL CORPORATION |
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Dated: May 13, 2016
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By:
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/s/ Karl A. Roessner |
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Name: Karl A. Roessner |
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Title: Corporate Secretary
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