Charles Schwab (SCHW) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 21, 2026, to be held virtually; record date is March 23, 2026.

• 2025 performance highlights include $11.9 trillion in client assets (up 18%), $23.9 billion net revenue (up 22%), and 38.5 million active brokerage accounts (up 6%).

• Diluted EPS rose 56% to $4.65; adjusted diluted EPS was $4.87; ROCE was 21% and ROTCE 38%.

• Company recognized with multiple industry awards for service, trading, and customer satisfaction.

Voting matters and shareholder proposals

• Four directors nominated for three-year terms: Marianne C. Brown, Frank C. Herringer, Richard A. Wurster, and Carolyn Schwab-Pomerantz.

• Ratification of Deloitte & Touche LLP as independent auditors for 2026.

• Advisory approval of named executive officer compensation (say-on-pay).

• Approval of amendments to declassify the board, transitioning to annual director elections by 2029.

Board of directors and corporate governance

• Board consists of 14 directors (reducing to 13 after the meeting); 71% are independent.

• Board leadership is split between Co-Chairmen and CEO; regular executive sessions held by independent directors.

• Four standing committees: Audit, Compensation, Nominating and Corporate Governance, and Risk, all chaired by independent directors.

• Annual board and committee self-assessments, director orientation, and ongoing education.

• Board succession planning and diversity of skills and experience are emphasized.