UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant x Filed by a Party other than the Registrant ¨
Check the appropriate box:
| ¨ | Preliminary Proxy Statement |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ¨ | Definitive Proxy Statement |
| x | Definitive Additional Materials |
| ¨ | Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-12 |
DISCOVER FINANCIAL SERVICES
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| x | No fee required. | |||
| ¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
| (1) | Title of each class of securities to which transaction applies:
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| (2) | Aggregate number of securities to which transaction applies:
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| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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| (4) | Proposed maximum aggregate value of transaction:
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| (5) | Total fee paid:
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| ¨ | Fee paid previously with preliminary materials. | |||
| ¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
| (1) | Amount Previously Paid:
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| (2) | Form, Schedule or Registration Statement No.:
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| (3) | Filing Party:
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| (4) | Date Filed:
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| *** Exercise Your Right to Vote *** Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on May 07, 2014
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| DISCOVER FINANCIAL SERVICES
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Meeting Information
Meeting Type: Annual Meeting
For holders as of: March 11, 2014
Date: May 07, 2014 Time: 9:00 AM CDT
Location: 2500 Lake Cook Road Riverwoods, IL 60015 |
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You are receiving this communication because you hold shares in the above named company.
This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).
We encourage you to access and review all of the important information contained in the proxy materials before voting.
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| See the reverse side of this notice to obtain proxy materials and voting instructions. | ||||||||||
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— Before You Vote —
How to Access the Proxy Materials
| Proxy Materials Available to VIEW or RECEIVE:
1. Annual Report 2. Notice & Proxy Statement
How to View Online: Have the information that is printed in the box marked by the arrow
How to Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
1) BY INTERNET: www.proxyvote.com 2) BY TELEPHONE: 1-800-579-1639 3) BY E-MAIL*: sendmaterial@proxyvote.com
* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 23, 2014 to facilitate timely delivery. |
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— How To Vote — Please Choose One of the Following Voting Methods
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| Vote In Person: If you choose to vote these shares in person at the meeting, you must request a “legal proxy.” To do so, please follow the instructions at www.proxyvote.com or request a paper copy of the materials, which will contain the appropriate instructions. Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance.
Vote By Internet: To vote now by Internet,
go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow
Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a voting instruction form.
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(located on the following page) and visit: www.proxyvote.com.
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| Voting items | ||||||||||
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The Board of Directors recommends you vote FOR the following proposal(s): |
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| 1. |
Election of Directors |
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| Nominees | ||||||||||
| 1 | Jeffrey S. Aronin |
4. |
To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm. |
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| 2 |
Mary K. Bush |
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| 3 |
Gregory C. Case |
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| 4 |
Candace H. Duncan |
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| 5 |
Cynthia A. Glassman |
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| 6 |
Richard H. Lenny |
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| 7 |
Thomas G. Maheras |
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| 8 |
Michael H. Moskow |
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| 9 |
David W. Nelms |
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| 10 |
Mark A. Thierer |
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| 11 |
Lawrence A. Weinbach |
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The Board of Directors recommends you vote FOR the following proposal(s): |
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| 2. |
Advisory vote to approve named executive |
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| officer compensation. | ||||||||||
| 3. |
To approve the amendment and restatement |
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| of our Omnibus Incentive Plan. | ||||||||||
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| Voting items Continued | Reserved for Broadridge Internal Control Information |
| NOTE: | To transact any other business as may properly come before the meeting or any adjournment or postponement of the meeting. |
| Voting Instructions |
| THIS SPACE RESERVED FOR LANGUAGE PERTAINING TO |
| BANKS AND BROKERS |
| AS REQUIRED BY THE NEW YORK STOCK EXCHANGE |
| Broadridge Internal Use Only | ||
| Job # | ||
| THIS SPACE RESERVED FOR SIGNATURES IF APPLICABLE | Envelope # | |
| Sequence # | ||
| # of # Sequence # |
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Vote by Internet
• Go to www.investorvote.com/dfs
• Or scan the QR code with your smartphone
• Follow the steps outlined on the secure website |
Important Notice Regarding the Availability of Proxy Materials for the
Discover Financial Services Shareholder Meeting to be Held on May 7, 2014
Under Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the annual shareholders’ meeting are available on the Internet. Follow the instructions below to view the materials and vote online or request a copy. The items to be voted on and location of the annual meeting are on the reverse side. Your vote is important!
This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The proxy statement and annual report to shareholders are available at:
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Easy Online Access — A Convenient Way to View Proxy Materials and Vote When you go online to view materials, you can also vote your shares.
Step 1: Go to www.investorvote.com/dfs. Step 2: Click on the icon on the right to view current meeting materials. Step 3: Return to the investorvote.com window and follow the instructions on the screen to log in. Step 4: Make your selection as instructed on each screen to select delivery preferences and vote.
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When you go online, you can also help the environment by consenting to receive electronic delivery of future materials.
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Obtaining a Copy of the Proxy Materials – If you want to receive a paper or email copy of these documents, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed on the reverse side on or before April 25, 2014 to facilitate timely delivery. |
The Discover Financial Services Annual Meeting of Shareholders will be held on May 7, 2014 at the Company’s corporate headquarters located at 2500 Lake Cook Road, Riverwoods, IL 60015, at 9:00 a.m. local time for holders of record as of the close of business on March 11, 2014.
Proposals to be voted on at the meeting are listed below along with the Board of Directors’ recommendations.
Discover Financial Services’ Board recommends a vote “for” each nominee listed below and “for” Proposals 2, 3 and 4:
1. Election of Directors.
01 - Jeffrey S. Aronin, 02 - Mary K. Bush, 03 - Gregory C. Case, 04 - Candace H. Duncan, 05 - Cynthia A. Glassman, 06 - Richard H. Lenny,
07 - Thomas G. Maheras, 08 - Michael H. Moskow, 09 - David W. Nelms, 10 - Mark A. Thierer, 11 - Lawrence A. Weinbach
2. Advisory vote to approve named executive officer compensation.
3. To approve the amendment and restatement of our Omnibus Incentive Plan.
4. To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm.
5. To transact any other business as may properly come before the meeting, or any adjournment or postponement of the meeting.
PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must vote online, by telephone, by mail or in person. You may vote by mail by requesting a paper copy of the proxy materials which will include a proxy card. If you wish to attend and vote at the meeting, please bring this notice with you.
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Here’s how to order a copy of the proxy materials and select a future delivery preference:
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| Paper copies: Current and future paper delivery requests can be submitted via the telephone, Internet or email options below.
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| Email copies: Current and future email delivery requests must be submitted via the Internet following the instructions below. If you request an email copy of current materials you will receive an email with a link to the materials.
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| PLEASE NOTE: You must use the number in the shaded bar on the reverse side when requesting a set of proxy materials.
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| g | Internet – Go to www.investorvote.com/dfs. Follow the instructions to log in and order a copy of the current meeting materials and submit your preference for email or paper delivery of future meeting materials.
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| g | Telephone – Call us free of charge at 1-866-641-4276 and follow the instructions to log in and order a paper copy of the materials by mail for the current meeting. You can also submit a preference to receive a paper copy for future meetings.
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| g | Email – Send email to investorvote@computershare.com with “Proxy Materials Discover Financial Services” in the subject line. Include in the message your full name and address, plus the number located in the shaded bar on the reverse, and state in the email that you want a paper copy of current meeting materials. You can also state your preference to receive a paper copy for future meetings.
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| To facilitate timely delivery, all requests for a paper copy of the proxy materials must be received by April 25, 2014. | ||||
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