Financial services

DISCOVER FINANCIAL SERVICES: Submission of Matters for Securityholder Voting (Form 8-K)

Section 5.07. Submitting a Question to a Securityholder Vote.

Discover financial services (the “Company”) held its 2022 annual meeting of shareholders (the “Annual Meeting”) on May 19, 2022.

At the annual meeting, shareholders of the Company voted on three proposals, including the election of directors, and cast their vote as described below.


Proposal 1: Election of Directors. Shareholders elected each of the persons
named below as a director for a term expiring at the Company's next annual
meeting of shareholders, or until his or her successor has been duly elected and
qualified, as follows:

                                             Votes           Votes       Broker Non-
Nominees                  Votes FOR         AGAINST         ABSTAIN         Votes
Jeffrey S. Aronin         216,187,278       12,027,622       182,813       24,326,417
Mary K. Bush              206,873,342       21,370,736       153,635       24,326,417
Gregory C. Case           205,093,859       23,123,430       180,423       24,326,417
Candace H. Duncan         224,965,320        3,279,526       152,867       24,326,417
Joseph F. Eazor           226,440,938        1,771,474       185,301       24,326,417
Cynthia A. Glassman       216,959,182       11,279,227       159,305       24,326,417
Roger C. Hochschild       223,920,142        4,315,935       161,637       24,326,417
Thomas G. Maheras         211,843,397       16,371,818       182,498       24,326,417
Michael H. Moskow         221,092,659        7,122,103       182,952       24,326,417
David L. Rawlinson II     227,099,970        1,118,759       178,983       24,326,417
Mark A. Thierer           224,536,525        3,677,982       183,206       24,326,417
Jennifer L. Wong          226,697,390        1,470,213       230,109       24,326,417

Proposal 2: Advisory vote to approve the compensation of the named executive officers. The shareholders of the Company voted for this advisory proposal, as follows:

Votes FOR Votes AGAINST Votes WITHHOLD Broker No vote 217,186,608 10,693,552 517,553 24,326,417

Proposal 3: Ratification of the appointment of Deloitte & Touche srl as a registered independent accounting firm. The shareholders of the Company voted for this proposal as follows:

Votes FOR Votes AGAINST Votes WITHHOLD Broker No vote 248,354,190 4,128,745 241,195

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