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
April 28, 2005
Date of Report (Date of earliest event reported)
THE CHARLES SCHWAB CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware 1-9700 94-3025021
(State or other jurisdiction Commission (I.R.S. Employer
of incorporation or organization) File Number Identification Number)
120 Kearny Street, San Francisco, CA 94108
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (415) 627-7000
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))
THE CHARLES SCHWAB CORPORATION
Item 1.01 Entry into a Material Definitive Agreement
On April 28, 2005, at a meeting of the Compensation Committee (Committee)
of the Board of Directors of The Charles Schwab Corporation (Schwab), the
Committee approved discretionary bonuses for two executive officers of Schwab,
William L. Atwell and Walter Bettinger, in the amount of $47,004 and $35,262,
respectively. These awards are in addition to amounts paid under the criteria of
their respective performance matrices for the first quarter of 2005. The
Committee also approved a supplemental compensation arrangement for Mr. Atwell
in connection with his assumption of management of Schwab's Individual Investor
Enterprise and Schwab's reclassification of Mr. Atwell's expenses during 2003,
2004 and the first quarter of 2005 for travel between residences he maintained
on the East Coast and certain business locations (including travel on company
aircraft), as personal, rather than business, expenses. The arrangement is
composed of (1) a one-time tax reimbursement of up to $327,957; and (2) an
ongoing, annual reimbursement allowance of up to $155,000 and related tax
reimbursement of up to $125,000, in addition to Mr. Atwell's salary, for travel
and related expenses between his residences on the East Coast and Schwab's
various business locations. The annual allowance and related tax reimbursement
will continue so long as Mr. Atwell manages the Individual Investor Enterprise
or until the Committee approves a change to the arrangement.
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THE CHARLES SCHWAB CORPORATION
SIGNATURE
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 thereunto duly authorized.
THE CHARLES SCHWAB CORPORATION
(Registrant)
Date: May 4, 2005 /s/ Christopher V. Dodds
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Christopher V. Dodds
Executive Vice President and
Chief Financial Officer
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