Item 5.02  Departure of Directors or Certain Officers; Election of Directors;
           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers

Upon the recommendation of the Compensation Committee, on January 29, 2020, the Board of Directors of The Charles Schwab Corporation (CSC) approved the amendment and restatement of the 2013 Stock Incentive Plan(the Plan), subject to stockholder approval. At the Annual Meeting of Stockholders of CSC held on May 12, 2020, stockholders approved the Plan. The amendments, among other things:



•      Increase the annual non-employee director equity awards by $25,000 and
       change the awards granted to 40% stock options and 60% restricted stock
       units from 50% stock options and 50% restricted stock units.

A complete copy of the Plan is attached as Exhibit 10.410 and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders

(a) The Annual Meeting of Stockholders of CSC was held on May 12, 2020.





(b)    All nominees for directors were elected, and each nominee received more
       "for" votes than "against" votes cast for his election. The proposals for
       ratification of the selection of Deloitte & Touche LLP as CSC's
       independent auditors, the advisory vote on named executive officer
       compensation, and the Plan were approved. The proposal to amend CSC's
       Fourth Restated Bylaws to adopt a proxy access bylaw for director
       nominations by stockholders required the affirmative vote of 80% of total
       outstanding shares of CSC's common stock and was not approved. The
       stockholder proposal requesting annual disclosure of EEO-1 data was not
       approved. The stockholder proposal requesting disclosure of lobbying
       policy, procedures and oversight; lobbying expenditures; and participation
       in organizations engaged in lobbying was not approved. The final voting
       results were as follows:


                                      For        Against      Abstain    Broker Non-Vote
1   Election of Directors
       (a) William S. Haraf      1,119,109,643    8,102,446    1,103,246      32,878,346
       (b) Frank C. Herringer      996,867,132  130,449,025      999,666      32,877,858
       (c) Roger O. Walther      1,033,582,399   93,783,908      949,028      32,878,346
    Ratification of the
2   selection of Deloitte &      1,096,472,871   64,004,707      715,615             488
    Touche LLP as independent
    auditors
    Advisory vote to approve
3   named executive officer      1,054,477,932   71,837,867    1,999,536      32,878,346
    compensation
    Approve the 2013 Stock
4   Incentive Plan as Amended    1,094,163,729   32,836,650    1,315,444      32,877,858
    and Restated
    Approve the Amended and
    Restated Bylaws to adopt a
5   proxy access bylaw for         956,347,007  170,797,428    1,170,900      32,878,346
    director
    nominations by stockholders
    Stockholder Proposal
6   requesting annual disclosure   475,848,080  641,159,628   11,307,627      32,878,346
    of EEO-1 data
    Stockholder Proposal
    requesting disclosure of
    lobbying policy, procedures
7   and oversight; lobbying        390,236,520  733,920,507    4,158,308      32,878,346
    expenditures; and
    participation in
    organizations engaged in
    lobbying

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Item 9.01 Financial Statements and Exhibits




(d)           Exhibits

Exhibit No.   Description
10.410          2013 Stock Incentive Plan, as amended and restated.
104           Cover Page Interactive Data File - the cover page interactive data
              file does not appear in the Interactive Data File because its XBRL
              tags are embedded within the Inline XBRL document.

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