8-KOther EventsExhibits & Filings

SCHWAB CHARLES CORP 8-K Report, Temporary Suspension of Trading Under Employee Benefit Plans (Apr 10, 2014)

Filed April 10, 2014For Securities:SCHWSCHW-PDSCHW-PJ

Summary

This 8-K filing by The Charles Schwab Corporation (SCHW) on April 10, 2014, primarily concerns a temporary trading suspension, often referred to as a "blackout period," affecting its employee benefit plan participants. The blackout is associated with the transition of the Schwab 401(k) Plan to a new platform, Schwab Index Advantage®. During this period, participants will be unable to conduct transactions such as loans, distributions, fund transfers, or investment direction within their 401(k) accounts. Furthermore, the filing indicates that, in compliance with Sarbanes-Oxley Act regulations, Schwab also issued a blackout trading restriction notice to its directors and executive officers. This restriction prohibits them from trading Schwab common stock or related derivative securities during the same blackout period, ensuring no insider trading occurs while employee accounts are inaccessible. Investors should note the anticipated timeframe for this disruption.

Key Highlights

  • 1Temporary "blackout period" imposed on Schwab's 401(k) Plan (The SchwabPlan Retirement Savings and Investment Plan).
  • 2The blackout is due to the transition of the plan to Schwab Index Advantage®.
  • 3During the blackout, participants cannot obtain loans, distributions, make fund transfers, or direct investments.
  • 4The blackout period is expected to occur during the week of May 18, 2014, and end the week of May 25, 2014.
  • 5Directors and executive officers are also subject to a trading restriction on SCHW common stock and derivatives during this period, as per Sarbanes-Oxley Act requirements.
  • 6The filing includes Exhibit 99.1, the notice sent to directors and executive officers regarding the trading restriction.

Frequently Asked Questions

The main reason for this filing is to inform investors and relevant parties about a temporary trading suspension, or 'blackout period,' affecting participants in Schwab's 401(k) plan due to a system transition. It also details the coinciding trading restrictions placed on company insiders.

The temporary blackout period for 401(k) plan participants is expected to begin during the week of May 18, 2014, and conclude during the week of May 25, 2014.

During the blackout period, you will be temporarily unable to obtain loans or distributions from your 401(k) account, execute fund transfers, or direct or diversify your investments. This includes investments in the Schwab 401(k) Equity Unit Fund and the Schwab ESOP Equity Unit Fund.

Yes, in compliance with the Sarbanes-Oxley Act of 2002, Schwab's directors and executive officers are prohibited from directly or indirectly buying, selling, or otherwise acquiring or transferring Schwab's common stock and related derivative securities during the same temporary blackout period.