UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 16, 2011
TD Ameritrade Holding Corporation
(Exact name of registrant as specified in its charter)
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Delaware
(State or other
jurisdiction of
incorporation)
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0-49992
(Commission File
Number)
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82-0543156
(I.R.S. Employer
Identification Number) |
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| 4211 South 102nd Street |
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| Omaha, Nebraska
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68127 |
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Item 5.02 |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
At the Annual of Meeting of stockholders of TD Ameritrade Holding Corporation on February 16,
2011, the stockholders re-approved, without amendment or change, the performance-based compensation
measures to be used under TD Ameritrade’s long-term incentive plan (“LTIP”) and management
incentive plan (“MIP”), as required by section 162(m) of the Internal Revenue Code.
Under the LTIP, incentives are provided to employees, consultants and directors of TD
Ameritrade or any of its present or future parents or subsidiaries through the grant of
stock options, stock appreciation rights, restricted stock awards, restricted stock units,
performance shares and performance units. A total of 42,104,174 shares of common stock, subject to
adjustment, have been reserved for the granting of awards. The LTIP contains annual grant limits
intended to satisfy section 162(m).
Under the MIP, payments to eligible employees are generally only made after the achievement of
any one or more of the applicable performance goals set forth in the MIP. These awards can be paid
in cash or in the form of restricted shares, restricted stock units or stock options under any of
TD Ameritrade’s stock plans. The MIP contains annual award limits intended to satisfy section
162(m). In the case of awards intended to qualify for the performance-based compensation exemption
under section 162(m), administration must be by a compensation committee comprised solely of two or
more “outside directors” within the meaning of section 162(m). The LTIP and the MIP are
administered by the H.R. and Compensation Committee of TD Ameritrade.
For more information about the LTIP and MIP, see our definitive proxy statement filed with the
Securities and Exchange Commission on January 7, 2011. The description above and such portions of
the proxy statement are qualified in their entirety by reference to the full text of the LTIP and
MIP, filed as Exhibit 10.1 and 10.2, respectively, to this Current Report on Form 8-K and
incorporated herein by reference.
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| Item 5.07 |
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Submission of Matters to a Vote of Security Holders. |
On February 16, 2011, TD Ameritrade held its Annual Meeting of Stockholders, where
six proposals were voted on. The proposals are described in detail in TD Ameritrade’s definitive
proxy statement filed with the Securities and Exchange Commission on January 7, 2011. Of the
573,629,041 common shares outstanding and entitled to vote at the Annual Meeting, 537,508,940
common shares (or 93.7%), 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 2014 annual meeting of stockholders. The votes for this proposal were:
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Number of Shares |
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Number of Shares |
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Voted For |
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Withheld |
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Broker Non-votes |
J. Joe Ricketts |
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430,270,486 |
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70,397,691 |
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36,840,763 |
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Dan W. Cook III |
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490,267,030 |
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10,401,147 |
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36,840,763 |
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Joseph H. Moglia |
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436,968,588 |
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63,699,589 |
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36,840,763 |
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Wilbur J. Prezzano |
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475,695,813 |
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24,972,364 |
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36,840,763 |
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2
Proposal 2. The stockholders approved, on an advisory basis, the compensation of TD
Ameritrade’s named executive officers. The votes on this proposal were:
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| For |
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Against |
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Abstain |
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Broker Non-votes |
496,266,469
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1,610,974
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2,790,734
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36,840,763 |
Proposal 3. The stockholders approved, on an advisory basis, yearly frequency for the
advisory vote on the approval of compensation of TD Ameritrade’s named executive officers. The
votes on this proposal were:
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| 1 Year |
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2 Years |
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3 Years |
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Abstain |
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Broker Non-votes |
| 482,856,398
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173,317
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15,065,815
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2,572,647
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36,840,763 |
The board of directors determined that an advisory vote on the approval of the compensation of
its named executive officers will be included annually in its proxy materials.
Proposal 4. The stockholders re-approved the performance-based compensation measures used
under the LTIP, as required by section 162(m) of the Internal Revenue Code. The votes on this
proposal were:
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| For |
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Against |
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Abstain |
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Broker Non-votes |
| 422,372,998
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75,975,985
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2,319,194
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36,840,763 |
Proposal 5. The stockholders re-approved the performance-based compensation measures used
under the MIP, as required by section 162(m) of the Internal Revenue Code. The votes on this
proposal were:
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| For |
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Against |
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Abstain |
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Broker Non-votes |
| 418,452,621
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79,932,483
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2,283,073
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36,840,763 |
Proposal 6. 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,
2011. The votes on this proposal were:
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| For |
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Against |
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Abstain |
| 534,705,094
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433,509
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2,370,337 |
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| Item 9.01 |
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Financial Statements and Exhibits. |
(d) Exhibits
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| Exhibit |
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| Number |
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Description |
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10.1 |
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TD Ameritrade Holding Corporation Long-Term Incentive Plan |
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10.2 |
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TD Ameritrade Holding Corporation Management Incentive Plan |
4