Charles Schwab (SCHW) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 22, 2025, to be held virtually, with voting on key proposals including director elections, auditor ratification, executive compensation, and a shareholder proposal on board declassification.

• 2024 saw strong financial performance: $10.1 trillion in client assets (up 19%), $5.9 billion net income, and 36.5 million active brokerage accounts (up 5%).

• The company completed the Ameritrade integration, received multiple industry awards, and continued its client-centric strategy.

Voting matters and shareholder proposals

• Proposals include electing five directors for three-year terms, ratifying Deloitte as independent auditors, advisory approval of executive compensation, and a shareholder proposal to declassify the board.

• The board recommends voting for all management proposals and against the shareholder proposal to declassify the board, citing stability and long-term focus.

Board of directors and corporate governance

• The board consists of 15 directors, with 73% independent; five nominees are up for election.

• Board leadership is split between Co-Chairmen and a separate CEO, with four standing committees: Audit, Compensation, Nominating and Corporate Governance, and Risk.

• Annual self-assessments, director education, and succession planning are emphasized.

• The board structure is currently classified, with staggered three-year terms.