UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
July 28, 2005
Date of Report (Date of earliest event reported)
THE CHARLES SCHWAB CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-9700 94-3025021
(State or other jurisdiction Commission (I.R.S. Employer
of incorporation or organization) File Number Identification Number)
120 Kearny Street, San Francisco, CA 94108
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (415) 627-7000
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))
THE CHARLES SCHWAB CORPORATION
Item 1.01 Entry into a Material Definitive Agreement
On July 28, 2005, at a meeting of the Compensation Committee of the Board
of Directors (the Board) of The Charles Schwab Corporation (CSC), the
Compensation Committee approved a performance goal under CSC's Long-Term
Incentive Plan. This performance goal is based on cumulative earnings per share
over a period of three and one-half years starting on July 1, 2005.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
On July 28, 2005, on the recommendation of the Nominating and Corporate
Governance Committee, the Board of CSC appointed William F. Aldinger to the
Board to serve as a member of the class of directors whose term expires at the
annual meeting of stockholders in 2007. The Board determined that Mr. Aldinger
is independent under its own independence standards and the independence
standards of the New York Stock Exchange and The Nasdaq Stock Market. The Board
appointed Mr. Aldinger to serve on the Audit Committee and the Nominating and
Corporate Governance Committee.
On August 1, 2005, CSC issued a press release announcing Mr. Aldinger's
appointment to the Board. A copy of the press release is included as Exhibit
99.1 to this report.
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THE CHARLES SCHWAB CORPORATION
SIGNATURE
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 thereunto duly authorized.
THE CHARLES SCHWAB CORPORATION
(Registrant)
Date: August 1, 2005 /s/ Christopher V. Dodds
-------------------- ------------------------------
Christopher V. Dodds
Executive Vice President and
Chief Financial Officer
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THE CHARLES SCHWAB CORPORATION
Exhibit Index
99.1 Press Release dated August 1, 2005 ("Schwab Names William F. Aldinger to
Board of Directors")
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