SCHW Schwab Charles Corp - 8-K

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