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
September 7, 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 September 7, 2005, at a meeting of the Compensation Committee of the Board of
Directors (the Committee) of The Charles Schwab Corporation (CSC), the Committee
granted the following stock option grants under CSC's 2004 Stock Incentive Plan
to certain named executive officers.
Name and Principal Position Number of
Shares Under
the Stock
Option Grants
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Charles R. Schwab
Chairman and Chief Executive Officer 2,400,000 (1)
William L. Atwell
Executive Vice President and President - Individual
Investor Enterprise 400,000 (2)
Christopher V. Dodds
Executive Vice President and Chief Financial Officer 300,000 (2)
Carrie E. Dwyer
Executive Vice President, General Counsel and Secretary 300,000 (2)
(1) This stock option is immediately exercisable and has a term of seven years.
Shares under the option have the following exercise prices expressed as a
percentage of the closing price of CSC's common stock on the date of grant
($13.66): one-third at 112%, one-third at 125%, and one-third at 140%.
(2) This stock option is immediately exercisable and has a term of seven years.
Shares under the option have the following exercise prices expressed as a
percentage of the closing price of CSC's common stock on the date of grant
($13.66): one-half at 112% and one-half at 125%.
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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: September 9, 2005 /s/ Christopher V. Dodds
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Christopher V. Dodds
Executive Vice President and
Chief Financial Officer
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