Current Report Filing (8-k)
03 Agosto 2018 - 2:48PM
Edgar (US Regulatory)
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): August 2, 2018
DISCOVER FINANCIAL SERVICES
(Exact name of registrant as specified in its charter)
Commission
File
Number: 001-33378
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Delaware
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36-2517428
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(State or other jurisdiction
of incorporation)
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(IRS Employer
Identification No.)
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2500 Lake Cook Road, Riverwoods, Illinois 60015
(Address of principal executive offices, including zip code)
(224)
405-0900
(Registrants 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:
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☐
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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))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the
Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
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Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
In connection with its succession planning, on August 2, 2018, the Board of Directors
(the Board) of Discover Financial Services (the Company) appointed Roger C. Hochschild, currently the President and Chief Operating Officer of the Company, as Chief Executive Officer and President, effective October 1,
2018. Mr. Hochschild will succeed David W. Nelms as Chief Executive Officer. Mr. Nelms will continue his service on the Board and employment with the Company as Executive Chairman until his retirement in early 2019.
Mr. Hochschild, 53, has served as the Companys President and Chief Operating Officer since 2004. He was the Companys Executive Vice President
and Chief Marketing Officer from 1998 to 2001. From 2001 to 2004, Mr. Hochschild was Executive Vice President, Chief Administrative and Strategic Officer of the Companys former parent company Morgan Stanley.
Also on August 2, 2018, the Board took action to increase the size of the Board from eleven to twelve directors, and elected Mr. Hochschild to serve
as a director, effective immediately.
A copy of the press release issued by the Company on August 3, 2018 is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
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.
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DISCOVER FINANCIAL SERVICES
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Dated: August 2, 2018
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By:
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/s/ Kathryn McNamara Corley
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Name: Kathryn McNamara Corley
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Title: Executive Vice President, General Counsel and Secretary
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