Edgar Filing: Discover Financial Services

DISCOVER FINANCIAL SERVICES

Dated: April 19, 2013

/s/ Simon B. Halfin

Name: Simon B. Halfin

Title: Vice President, Assistant General Counsel

and Assistant Secretary

Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): April 17, 2013

DISCOVER FINANCIAL SERVICES

(Exact name of registrant as specified in its charter)

Commission File Number: 001-33378

Delaware

36-2517428

(State or other jurisdiction

of incorporation)

(IRS Employer

Identification No.)

2500 Lake Cook Road, Riverwoods, Illinois 60015

(Address of principal executive offices, including zip code)

(224) 405-0900

(Registrant’s telephone number, including area code)

N/A

(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:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.07. Submission of Matters to a Vote of Security Holders.

Discover Financial Services (“Company”) held its annual shareholders meeting on April 17, 2013. At the annual meeting, the Company’s shareholders (i) elected each of the persons listed below to serve as a director of the Company for a term that will continue until the next annual meeting of shareholders or until his or her successor has been duly elected and qualified or the director’s earlier resignation, death or removal, (ii) approved the advisory vote on named executive officer compensation, and (iii) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm.

The Company’s independent inspector of elections reported the vote of the shareholders as follows:

Proposal 1: Election of Directors.


Nominees	Votes FOR		Votes AGAINST		Votes ABSTAIN		Broker Non- Votes
Jeffrey S. Aronin		380,055,652		7,850,127		1,235,883		39,031,063
Mary K. Bush		381,351,037		6,444,653		1,345,971		39,031,064
Gregory C. Case		379,845,630		8,051,907		1,244,126		39,031,063
Cynthia A. Glassman		387,220,247		713,911		1,207,278		39,031,064
Richard H. Lenny		380,188,374		7,725,376		1,227,912		39,031,063
Thomas G. Maheras		387,113,760		784,032		1,243,870		39,031,063
Michael H. Moskow		386,822,520		1,078,944		1,240,169		39,031,063
David W. Nelms		374,656,526		11,668,871		2,816,265		39,031,063
E. Follin Smith		387,009,650		788,983		1,343,030		39,031,063
Mark A. Thierer		386,476,448		1,424,409		1,240,805		39,031,063
Lawrence A. Weinbach		383,489,886		4,414,987		1,236,789		39,031,063

Proposal 2: Advisory Vote to Approve Named Executive Officer Compensation.


Votes FOR	Votes AGAINST		Votes ABSTAIN		Broker Non-Votes
370,987,211		15,736,711		2,416,933		39,031,870

Proposal 3: Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm.


Votes FOR	Votes AGAINST		Votes ABSTAIN		Broker Non-Votes
418,872,266		7,869,979		1,242,710		187,771

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.