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
February 23, 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 February 23, 2005, at a meeting of the Compensation Committee of the
Board of Directors of The Charles Schwab Corporation (the Committee), the
Committee approved performance criteria under The Charles Schwab Corporation
Executive Bonus Plan (the Plan) for 2005. These performance criteria are based
on revenue growth and profit margins. Certain executives will be paid bonuses
based solely on overall corporate performance, while other executives who lead
either an enterprise or business unit will be paid bonuses based on a
combination of overall corporate performance and the performance of the
enterprise or business unit that they oversee. The application of these
business-specific criteria is incorporated into an amendment to the Plan adopted
by the Committee, which is subject to approval at The Charles Schwab
Corporation's 2005 Annual Meeting of Stockholders on May 19, 2005.
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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: March 1, 2005 /s/ Christopher V. Dodds
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Christopher V. Dodds
Executive Vice President and
Chief Financial Officer
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