Charles Schwab (SCHW) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 22, 2025, to be held virtually for stockholders of record as of March 24, 2025.

• Proxy materials, including the Notice of Meeting, Proxy Statement, and Annual Report, are available online, with paper copies available upon request.

Voting matters and shareholder proposals

• Election of five directors for three-year terms: John K. Adams, Jr., Stephen A. Ellis, Arun Sarin, Charles R. Schwab, and Paula A. Sneed.

• Ratification of Deloitte & Touche LLP as the independent registered public accounting firm for 2025.

• Advisory approval of named executive officer compensation (say-on-pay vote).

• Stockholder proposal to declassify the board of directors, with the board recommending a vote against this proposal.

• Board recommends voting for proposals 1, 2, and 3, and against proposal 4.

Board of directors and corporate governance

• Board recommends the election of five directors for new three-year terms.

• Consideration of a shareholder proposal to declassify the board, which would impact board structure.