8-K/ALeadership ChangesExhibits & Filings

SCHWAB CHARLES CORP 8-K/A Report, Executive Changes (Dec 18, 2014)

Filed December 18, 2014For Securities:SCHWSCHW-PDSCHW-PJ

Summary

This 8-K/A filing from The Charles Schwab Corporation (SCHW) serves as an amendment to a previous filing, primarily to rectify a technical error and include a Separation Agreement with former Executive Vice President, John Clendening. Mr. Clendening stepped down from his role as Executive Vice President of Investor Services on November 18, 2014. The core of this amendment details the terms of the separation agreement, which outlines continued salary and benefits for Mr. Clendening until March 31, 2015, or until he accepts other employment. Crucially, the agreement includes a lump-sum payment of $5,167,000, payable in two installments, contingent on Mr. Clendening not joining a competitor before December 31, 2015. The agreement also includes standard clauses such as a release of claims, non-disparagement, and reaffirmation of confidentiality obligations.

Key Highlights

  • 1Amendment to a previous 8-K filing to include a Separation Agreement with John Clendening.
  • 2John Clendening departed his role as Executive Vice President, Investor Services, effective November 18, 2014.
  • 3Clendening will receive his current base salary and bonus eligibility until March 31, 2015, or until he accepts other employment.
  • 4A lump-sum payment of $5,167,000 is to be paid to Mr. Clendening in two installments (March 15, 2015, and December 31, 2015).
  • 5The lump-sum payment is conditional upon Mr. Clendening not accepting employment or acting for a competitor before December 31, 2015.
  • 6The agreement includes a general release of claims by Mr. Clendening in favor of Schwab.
  • 7Mr. Clendening reaffirms his obligations under existing confidentiality and non-solicitation agreements.

Frequently Asked Questions

This filing is an amendment to a previous 8-K. Its primary purpose is to correct a technical issue and officially include the Separation Agreement, General Release and Waiver of Claims between The Charles Schwab Corporation and Mr. John S. Clendening.

Mr. Clendening will continue to receive his base salary (totaling $153,125) and be eligible for bonuses until March 31, 2015, or until he accepts other employment. He will also receive a significant lump-sum payment of $5,167,000, paid in two installments.

Yes, the lump-sum payment of $5,167,000 is contingent on Mr. Clendening not commencing employment with or acting in any capacity for a competitor business as defined in the agreement, on or before December 31, 2015.

The agreement includes a standard release of all claims by Mr. Clendening in favor of The Charles Schwab Corporation and its affiliates. It also includes a non-disparagement clause and confirms Mr. Clendening's adherence to his existing confidentiality, non-solicitation, and intellectual property agreements.