Schwab Stockholders Approve Acquisition of TD Ameritrade

The Charles Schwab Corporation (“Schwab”) announced that Schwab stockholders approved the proposals related to Schwab’s acquisition of TD Ameritrade Holding Corporation (“TD Ameritrade”) at a special meeting of stockholders held earlier today.

More than 99% of the shares cast by Schwab stockholders were voted in favor of a proposal to issue new Schwab common shares to TD Ameritrade stockholders as consideration for the acquisition. More than 98% of the shares cast, representing over 85% of all outstanding shares, were voted in favor of an amendment to the fifth amended and restated certification of incorporation of Schwab to create a new class of nonvoting common stock to be issued to TD Bank and its affiliates as merger consideration. Pursuant to the Schwab charter amendment, the number of authorized shares of Schwab capital stock will increase by 300 million, and Schwab will be authorized to issue 300 million shares of Schwab nonvoting common stock, each with a par value of $0.01 per share.

Schwab President and CEO Walt Bettinger said, “We are pleased that Schwab’s stockholders have approved the proposals related to our announced acquisition of TD Ameritrade. The combination will generate substantial long-term value for Schwab’s stockholders and bring together two leading firms with proud and similar histories of making investing more accessible to all. Together, with a focus on low cost, great service and technology, we will form a company that is uniquely positioned to serve the investment, trading and wealth management needs of investors—and the advisors who serve them—in every phase of their financial journey.”

Earlier on June 4, Schwab announced that the Antitrust Division of the United States Department of Justice (DOJ) informed Schwab that the DOJ has closed its investigation of Schwab’s proposed acquisition of TD Ameritrade. Completion of the transaction remains subject to the satisfaction (or, to the extent permitted by applicable law, waiver) of the customary closing conditions set forth in the merger agreement, including receipt of other regulatory approvals. Subject to the satisfaction of those conditions, the parties continue to expect that the transaction will close in the second half of the year.