Schwab holders back board, pay; declass bid fails

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What key items were approved at Charles Schwab (SCHW) 2026 annual meeting?

Did Charles Schwab (SCHW) stockholders approve the declassification of the board?

How did Charles Schwab (SCHW) investors vote on executive compensation in 2026?

What were the 2026 vote totals for ratifying Deloitte at Charles Schwab (SCHW)?

How strong was support for Charles Schwab (SCHW) director nominees at the 2026 meeting?

What supermajority was required for Charles Schwab (SCHW) board declassification?

The Charles Schwab Corporation reported results from its 2026 Annual Meeting of Stockholders held on May 21, 2026.

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Form Type

8-K

The Charles Schwab Corporation reported results from its 2026 Annual Meeting of Stockholders held on May 21, 2026. All director nominees, including Marianne C. Brown and Richard A. Wurster, were elected with more votes cast "for" than "against."

Stockholders approved the ratification of Deloitte & Touche LLP as independent auditors for the 2026 fiscal year and gave advisory approval to named executive officer compensation. A proposal to amend the Certificate of Incorporation and Bylaws to declassify the Board received majority support but did not achieve the required 80% of all outstanding common shares, so it was not approved.

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Marianne C. Brown votes for: 1,408,658,965 votes Richard A. Wurster votes for: 1,423,016,970 votes Auditor ratification votes for: 1,428,761,603 votes +3 more

6 metrics

Marianne C. Brown votes for 1,408,658,965 votes Election of director at 2026 Annual Meeting

Richard A. Wurster votes for 1,423,016,970 votes Election of director at 2026 Annual Meeting

Auditor ratification votes for 1,428,761,603 votes Ratification of Deloitte as 2026 independent auditors

NEO compensation advisory votes for 1,334,329,063 votes Advisory vote to approve NEO compensation

Declassification proposal votes for 1,322,891,548 votes Proposal to declassify the Board

Declassification approval threshold 80% of outstanding shares Required supermajority for amendments

Annual Meeting of Stockholders, independent auditors, named executive officer compensation, declassify the Board, +2 more

6 terms

Annual Meeting of Stockholders financial

"The 2026 Annual Meeting of Stockholders of The Charles Schwab Corporation was held on May 21, 2026."

independent auditors financial

"The proposal to ratify the selection of Deloitte & Touche LLP as CSC’s independent auditors for the 2026 fiscal year was approved."

Independent auditors are outside, licensed accountants who examine a company’s books, records and internal controls and issue an objective opinion on whether the financial statements accurately reflect the business’s financial position. Investors treat their report like a neutral inspector’s stamp — it increases trust, makes financial results easier to compare, and alerts readers if there are errors, omissions or other problems that could affect investment decisions.

named executive officer compensation financial

"The advisory vote on named executive officer (“NEO”) compensation was approved."

Pay and benefits disclosed for a company’s top executives identified in regulatory filings, including salary, bonuses, stock awards, option grants, pension contributions and other perks. Think of it as a public paycheck summary for senior managers that shows how they are rewarded and motivated. Investors use it to judge whether executive incentives align with shareholder interests, to assess potential costs and risks, and to evaluate corporate governance.

declassify the Board financial

"to declassify the Board, which required the affirmative vote of 80% of all outstanding shares of CSC’s common stock, was not approved."

Declassify the board means changing a company's board of directors from a staggered setup—where only a portion of directors face election each year—to a structure where all directors are elected annually. For investors this matters because it makes the board more directly accountable and responsive, like replacing a multi-year rotating club leadership with yearly elections, and it can speed corporate change or make hostile takeovers easier to pursue.

Certificate of Incorporation financial

"The proposal to amend CSC’s Fifth Restated Certificate of Incorporation, as amended, and to make conforming amendments to CSC’s Amended and Restated Bylaws"

A certificate of incorporation is an official government document that creates a corporation and records key facts such as its legal name, basic governance structure, and stock authorization—think of it as a company's birth certificate plus its basic rulebook. Investors care because it establishes the company’s legal existence, limits owners’ personal liability, and sets the framework for issuing shares and enforcing shareholder rights, which affects ownership, control and the company’s ability to raise capital.

broker non-vote financial

"Broker Non-Vote 84,683,838 on several proposals at the 2026 Annual Meeting."

A broker non-vote happens when a brokerage firm holds shares in street name for a client but does not cast a ballot on a particular shareholder item because the broker lacks discretionary authority to vote that matter. Think of it like a person who owns a ticket but the ticket-holder refuses to vote on some issues; the share counts for ownership but not for that vote, which can affect whether proposals reach the required number of votes or a quorum.

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Stockholders approved the election of all director nominees, ratified Deloitte & Touche LLP as independent auditors for the 2026 fiscal year, and gave advisory approval to named executive officer compensation at The Charles Schwab Corporation’s 2026 Annual Meeting of Stockholders.

No. Stockholders supported declassifying the Board but the proposal required approval by 80% of all outstanding common shares and did not reach that threshold, so amendments to the Certificate of Incorporation and Bylaws were not approved.

Investors approved the advisory vote on named executive officer compensation, with 1,334,329,063 votes "for," 102,974,299 "against," and 1,474,171 abstentions, plus 84,683,838 broker non-votes recorded on the compensation proposal.

The proposal to ratify Deloitte & Touche LLP as independent auditors for the 2026 fiscal year received 1,428,761,603 votes "for," 94,064,846 "against," and 634,921 abstentions, with no broker non-votes reported on this item.

Each nominee received more votes "for" than "against." For example, Marianne C. Brown received 1,408,658,965 votes "for" and 29,435,843 "against," while Richard A. Wurster received 1,423,016,970 "for" and 15,088,969 "against."

The proposal to declassify the Board required the affirmative vote of 80% of all outstanding shares of Charles Schwab common stock. Although it received more votes "for" than "against," this supermajority threshold was not met.

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Accepted by SEC EDGAR 05/22/2026 - 04:30 PM EDT

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

Date of Report (date of earliest event reported): May 21, 2026

The Charles Schwab Corporation

(Exact name of registrant as specified in its charter)

Commission File Number: 1-9700

Delaware

94-3025021

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

3000 Schwab Way, Westlake, TX 76262

(Address of principal executive offices, including zip code)

(817) 859-5000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock - $.01 par value per share	SCHW	New York Stock Exchange
Depositary Shares, each representing a 1/40th ownership interest in a share of 5.95% Non-Cumulative Preferred Stock, Series D	SCHW PrD	New York Stock Exchange
Depositary Shares, each representing a 1/40th ownership interest in a share of 4.450% Non-Cumulative Preferred Stock, Series J	SCHW PrJ	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07

Submission of Matters to a Vote of Security Holders.

(a) The 2026 Annual Meeting of Stockholders of The Charles Schwab Corporation (“CSC”) was held on May 21, 2026.

(b) All nominees for director were elected, and each nominee received more “for” votes than “against” votes cast for the nominee’s election. The proposal to ratify the selection of Deloitte & Touche LLP (“Deloitte”) as CSC’s independent auditors for the 2026 fiscal year was approved. The advisory vote on named executive officer (“NEO”) compensation was approved. The proposal to amend CSC’s Fifth Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), and to make conforming amendments to CSC’s Amended and Restated Bylaws (the “Bylaws”) to declassify the Board, which required the affirmative vote of 80% of all outstanding shares of CSC’s common stock, was not approved. The final voting results were as follows:


	For		Against		Abstain		Broker Non-Vote
1. Election of Directors
a. Marianne C. Brown		1,408,658,965		29,435,843		682,725		84,683,838
b. Frank C. Herringer		1,212,511,461		225,534,010		732,061		84,683,838
c. Richard A. Wurster		1,423,016,970		15,088,969		671,594		84,683,838
d. Carolyn Schwab-Pomerantz		1,395,829,880		42,294,838		652,815		84,683,838
2. Ratification of the Selection of Deloitte as Independent Auditors		1,428,761,603		94,064,846		634,921		0
3. Advisory Vote to Approve NEO Compensation		1,334,329,063		102,974,299		1,474,171		84,683,838
4. Approval of Amendments to Certificate of Incorporation and Bylaws to Declassify the Board of Directors		1,322,891,548		114,865,672		1,020,313		84,683,838

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 hereunto duly authorized.

Source: View Original Filing on SEC EDGAR

THE CHARLES SCHWAB CORPORATION

Date: May 22, 2026

/s/ Peter J. Morgan III

Peter J. Morgan III

Managing Director, General Counsel and Corporate Secretary

4 documents