8-KOther EventsExhibits & Filings

SCHWAB CHARLES CORP 8-K Report, Corporate Update (May 26, 2020)

Filed May 26, 2020For Securities:SCHWSCHW-PDSCHW-PJ

Summary

This 8-K filing by Charles Schwab Corporation (SCHW) on May 26, 2020, serves as a supplement to its Joint Proxy Statement/Prospectus regarding the upcoming Special Meeting of Stockholders on June 4, 2020. The primary purpose of this filing is to provide additional information related to the proposed transaction with TD Ameritrade Holding Corporation. Investors should note that this document is an ancillary filing to the main proxy materials, which have already been declared effective and mailed to stockholders. The filing directs investors to review these primary documents, as well as any amendments and supplements, for comprehensive details on the transaction. It also reiterates the availability of these materials through the SEC's website or direct contact with investor relations departments of both Schwab and TD Ameritrade, emphasizing the importance of understanding the transaction's implications.

Key Highlights

  • 1Filing is a Supplement to the Joint Proxy Statement/Prospectus for the Special Meeting of Stockholders scheduled for June 4, 2020.
  • 2The Supplement provides updated information related to the proposed acquisition of TD Ameritrade Holding Corporation.
  • 3The primary Joint Proxy Statement/Prospectus (Form S-4) was declared effective by the SEC on May 6, 2020.
  • 4Definitive Joint Proxy Statement/Prospectus was mailed to Schwab and TD Ameritrade stockholders on or about May 6, 2020.
  • 5Investors are strongly urged to read the registration statement, definitive joint proxy statement/prospectus, and any supplements for important information.
  • 6Free copies of these documents are available via the SEC's EDGAR database or by contacting Schwab/TD Ameritrade Investor Relations.

Frequently Asked Questions

This 8-K filing is an 'Other Events' filing that serves to attach a Supplement to the Joint Proxy Statement/Prospectus. This supplement provides additional information for stockholders in preparation for the Special Meeting on June 4, 2020, which will vote on the proposed transaction with TD Ameritrade.

The most comprehensive information can be found in the Registration Statement on Form S-4, which includes the Joint Proxy Statement/Prospectus. This document, along with any amendments and supplements (including the one filed with this 8-K), should be reviewed carefully. These materials are available on the SEC's EDGAR database or directly from Schwab and TD Ameritrade investor relations departments.

The filing indicates that the Registration Statement on Form S-4, which contains the Joint Proxy Statement/Prospectus, was declared effective by the SEC on May 6, 2020. This means the SEC has reviewed the filing. However, the transaction is still subject to stockholder approval at the Special Meeting on June 4, 2020, and other closing conditions.

Investors can contact the Investor Relations departments of both The Charles Schwab Corporation at (415) 667-7000 or [email protected], and TD Ameritrade Holding Corporation at (800) 669-3900. Additionally, all relevant filings, including the registration statement and proxy materials, can be accessed through the SEC's website (www.sec.gov).