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 17, 2009
TD AMERITRADE Holding Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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0-49992
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82-0543156 |
(State or other
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(Commission File
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(I.R.S. Employer |
jurisdiction of
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Number)
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Identification Number) |
incorporation) |
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4211 South 102nd Street |
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Omaha, Nebraska
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68127 |
(Address of principal executive offices)
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(Zip Code) |
Registrants 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)) |
Item 1.01 Entry into a Material Definitive Agreement.
On February 17, 2009, TD AMERITRADE Holding Corporation entered into a stock purchase agreement
with Marlene M. Ricketts and the Joe and Marlene Ricketts Grandchildrens Trust to purchase
approximately 34 million shares of common stock of TD AMERITRADE for approximately $403 million in
cash. J. Joe Ricketts serves on the board of directors of TD AMERITRADE, and he and his family own
approximately 17.7% of the common stock of TD AMERITRADE (following the purchase and sale described
above). The purchase and sale of the stock occurred on February 20, 2009.
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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. |
Under the terms of the management incentive program, for fiscal year 2009, the annual incentive
target for Mr. David M. Kelley, chief operating officer, was increased by $200,000 to $1,400,000.
Mr. Kelleys annual incentive continues to be comprised of 50% cash and 50% equity.
On February 20, 2009, Thomas S. Ricketts, one of the three directors designated by the Ricketts
stockholders under the stockholders agreement among TD AMERITRADE, The Toronto-Dominion Bank and
the Ricketts stockholders, resigned from the board of directors, effective immediately, as a result
of the sale of the stock described above in Item 1.01, as required under the stockholders
agreement.
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