8K20150219

 


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): February 12, 2015
 

TD Ameritrade Holding Corporation
(Exact name of registrant as specified in its charter)
 

Delaware
 
1-35509
 
82-0543156
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)

200 South 108th Avenue
Omaha, Nebraska
 

68154
(Address of principal executive offices)
 
(Zip Code)

Registrant's telephone number, including area code: (402) 331-7856

(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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

1



Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 12, 2015, Dan W. Cook announced his retirement from the board of directors of TD Ameritrade Holding Corporation, effective January 1, 2016. In accordance with the terms of TD Ameritrade’s stockholders agreement, Mr. Cook’s replacement will be an outside independent director.

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

On February 12, 2015, TD Ameritrade Holding Corporation held its Annual Meeting of Stockholders, where stockholders voted on three proposals. The proposals are described in detail in TD Ameritrade’s definitive proxy statement filed with the Securities and Exchange Commission on January 2, 2015. Of the 543,276,926 common shares outstanding and entitled to vote at the Annual Meeting, 518,054,131 common shares (or 95.36%), constituting a quorum, were represented in person or by proxy at the Annual Meeting. 
The final voting results on each proposal are set forth below.  

Proposal 1. The stockholders elected four directors to the board of directors to serve for three-year terms until the 2018 Annual Meeting of Stockholders. The votes for this proposal were:
 
Number of Shares
Voted For
Number of Shares
Withheld
Broker Non-votes
W. Edmund Clark
394,017,171
108,855,394
15,181,566
Karen E. Maidment
500,466,626
2,405,939
15,181,566
Mark L. Mitchell
499,573,272
3,299,293
15,181,566
Fredric J. Tomczyk
500,424,329
2,448,236
15,181,566

Proposal 2. The stockholders approved, on an advisory basis, the compensation of TD Ameritrade’s named executive officers as disclosed in the proxy statement. The votes on this proposal were:
For
Against
Abstain
Broker Non-votes
498,791,673
3,901,793
179,099
15,181,566

Proposal 3. The stockholders ratified the appointment of Ernst & Young LLP as TD Ameritrade’s independent registered public accounting firm for the fiscal year ending September 30, 2015. The votes on this proposal were:

For
Against
Abstain
516,971,333
862,409
220,389




2



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 thereunto duly authorized.


Dated: February 19, 2015
TD AMERITRADE HOLDING CORPORATION
 
 
 
 
 
 
 
By: /s/ WILLIAM J. GERBER
 
       William J. Gerber
 
       Executive Vice President, Chief Financial Officer
 
 
                


3