UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Resignation of Joseph R. Martinetto as Chief Operating Officer
Joseph R. Martinetto notified The Charles Schwab Corporation (the “Company”) of his resignation from his position as Managing Director and Chief Operating Officer of the Company, effective as of June 28, 2024. Mr. Martinetto will continue to serve as Executive Co-Chairman of the Boards of Directors of the Company’s banking subsidiaries: Charles Schwab Bank, SSB, Charles Schwab Premier Bank, SSB, and Charles Schwab Trust Bank.
Resignation of Peter B. Crawford as Chief Financial Officer
Peter B. Crawford notified the Company of his intent to retire from his Managing Director and Chief Financial Officer position at the Company following a planned transition period with the effective date of his retirement to be determined in the future.
| Item 7.01. | Regulation FD Disclosure. |
On May 16, 2024, the Company issued a press release announcing several senior leadership transitions, including the resignation of Mr. Martinetto as Chief Operating Officer, the retirement of Mr. Crawford as Chief Financial Officer, the appointment of Michael Verdeschi as Managing Director and Deputy Chief Financial Officer, and the retirement, effective as of June 28, 2024, of Bernard J. Clark as Managing Director and Head of Advisor Services. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information being furnished pursuant to this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that section. Further, the information being furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933 or the Exchange Act.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. |
Description of Exhibit | |
| 99.1 | Press Release of The Charles Schwab Corporation dated May 16, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: May 16, 2024 | THE CHARLES SCHWAB CORPORATION | |||||
| /s/ Peter J. Morgan III Peter J. Morgan III | ||||||
| Managing Director, General Counsel and Corporate Secretary | ||||||