The Charles Schwab Corporation (SCHW) Earnings Call Transcript & Summary

Good morning or afternoon as the case may be. And welcome to the June 4, 2020 special meeting of Schwab stockholders. This meeting is being held to consider and vote on certain matters relating to the acquisition of TD Ameritrade by The Charles Schwab Corporation, which is to be affected by the merger of a wholly-owned Schwab subsidiary with TD Ameritrade. I'm Rich Fowler, Head of Investor Relations for Schwab, speaking to you from the Schwab Center in San Francisco. Joining me today from various locations are Chuck Schwab, our Founder and Chairman; Walt Bettinger, our President and CEO; Peter Crawford, our Chief Financial Officer; and Peter Morgan, our General Counsel and Corporate Secretary. As we did with our recent annual meeting, we are holding this special meeting solely via the Internet so that we can gather to conduct today's business while maintaining appropriate social distancing. Thank you for joining us today, and we certainly hope you're all safe and well wherever you may be. Today's agenda is straightforward. Chuck will start us off with some perspectives on the transaction, and then Peter Morgan will take us through the formal business at hand. We'll close the session with an opportunity for questions, and I'll mention again when we reach that point, there's a box on your webcast console for submitting them. And with that, let me introduce our founder and Chairman, Chuck Schwab.

Thank you, Rich. And welcome to everyone who's on the telephone with us or, I guess, in some case, it might be Internet telephone. We always appreciate our time with stockholders, and this is a very special opportunity for us, the special meeting of our shareholders. We're very excited -- this vote today, we're very excited that we reached the milestone towards closing this transaction. We just have a few things more to go. But before I move on any further, I just want to let you know of a very important step that was received last night to our General Counsel. The Department of Justice is closing their investigation, and there is no objections from them to our proceeding ahead. So we want to thank the DOJ for their hard work and they're careful consideration of the acquisition under the Hart-Scott-Rodino Act. This, for me, is a wonderful milestone in my long-time effort to create an ethical home for millions of individual investors and the advisers that they serve. This transaction between Schwab and TD Ameritrade will combine 2 very strong, well-respected and trusted companies, and we've had a long admiration for TD and the way they conducted their business over time, and we're so pleased that we have this agreement now to consider today. Together, our 2 firm will serve over 20 million brokerage accounts with more than $5 trillion with [ TD ] in client assets. And from there, we hope to continue growing and become even a stronger competitor as we go forward. With that, let me turn it over to Peter Morgan, our General Counsel and Corporate Secretary. Peter, are you with us?

Yes. Thank you, Chuck. As the first item of business, I would like to introduce our inspector of election. The Board of Directors appointed the inspector of election to conduct the voting for this meeting. Our inspector of election is Equiniti Trust Company. A representative of Equiniti, Bradley Krieger, is with us today. Mr. Krieger has filed an Oath of Inspector with me. He has also informed me that, based on preliminary count, we have a quorum for this meeting because more than 86% of the company's approximately 1.3 billion shares that are entitled to vote are represented by proxy at this meeting. The polls are now open for voting on the proposals. If you were a stockholder as of April 27 of this year and have not returned your proxy card, voted by telephone or voted on the Internet or would like to change the instructions in your proxy card or your telephone or Internet vote, you may vote at this time by clicking on the Vote Now button on the webcast console to cast your ballot. Now I would like to present the proposals we are asking stockholders to vote on at the special meeting. The first proposal is for the approval of the issue of common shares, consisting of common stock and nonvoting common stock to holders of shares of TD Ameritrade common stock in connection with the merger contemplated with TD Ameritrade. Second proposal is for the approval of an amendment to the corporation's charter to increase the number of authorized shares of capital stock of the corporation by $300 million and created a new class of nonvoting common stock. The third proposal, a proposal to give the Board of Directors the authority to adjourn the special meeting from time to time, if necessary, to solicit additional proxies if there are not sufficient votes to approve the first and second proposals, is not being presented at this meeting as it has become unnecessary. The Board of Directors has recommended that you vote in favor of each of the proposals to approve the issuance of common shares and approve the charter amendment. Each of these proposals is described in the joint proxy statement and prospectus. If you would like to review the joint proxy statement and prospectus, you can review it online at www.aboutschwab.com. If you are submitting a vote at this meeting, please click the Vote Now button to cast your ballot electronically through the Internet at this time. If you cast a ballot during the meeting, your vote will be counted at the end of the meeting and reflected in the final report of the inspector of election and in the minutes of the special meeting. [Voting]

Polls are now closed. The inspector of election has completed a preliminary count of the proxies that were voted during the weeks leading up to this meeting. The preliminary count shows that more than 99% of the shares voting on the proposal and present at the meeting by proxy, which is an affirmative vote of the majority of votes cast, have been voted in favor of the approval of the issuance of common shares consisting of common stock and nonvoting common stock to holders of shares of TD Ameritrade common stock in connection with the merger contemplated with TD Ameritrade, and that proposal has been approved. More than 85% of the shares of outstanding common stock entitled to vote at the meeting have been voted in favor of the approval of an amendment to the corporation's charter to increase the number of authorized shares of capital stock of the corporation by $300 million and create a new class of nonvoting common stock, and that proposal has been approved. Because the affirmative vote of the holders of a majority of the vote cast has approved the first proposal and the affirmative vote of the majority of the shares are outstanding common stock entitled to vote have approved the second proposal, the third proposal is unnecessary and votes have not been taken for that proposal. This adjourns the business portion of the meeting. Thank you very much for your attention. I will now turn the meeting back to Rich Fowler.

Okay. Thanks, Peter. Let's move to today's final segment, the Q&A session. [Operator Instructions] We do have a few submitted previously, so we'll begin with those. I should note that questions not bearing directly on the transaction as well as those dealing with issues specific to Ameritrade will be addressed separately. We've received other queries regarding future expectations such as relating to earnings and dividend policy. For those, we direct your attention to our disclosures which can be sourced through the IR section of aboutschwab.com. For Peter Crawford, we were asked whether there's a financial loss for Schwab, such as a payment to TD Ameritrade, if the DOJ blocks the merger. That, of course, is no longer relevant, but are there any other triggers at this point?

Thanks, Rich. So the merger agreement does not contain any provisions that would require Schwab to pay a fee for failing any -- for failing to obtain any regulatory approvals for the transaction. And of course, since the Schwab stockholder just approved the merger-related proposals, the $950 million termination fee as well as the $50 million reimbursement fee can no longer be triggered.

Okay. It looks like the others that we have here are also for you, Peter. Who gets nonvoting shares? Do they receive the same dividend as the voting shares? And are they convertible to voting shares?

So as part of this transaction, we'll be issuing some nonvoting shares to Toronto Dominion Bank and its affiliates as part of their merger consideration. The nonvoting common stock is going to be identical in basically all material respects to the common stock, including the payment of dividends, except for nonvoting -- common stock does not have any voting rights except those provided by law and are also subject to certain transfer restrictions and conversion provisions and they won't be listed for trading on the NYSE. Now nonvoting common stock that is transferred pursuant to a so-called "permitted outside transfer" will automatically be converted into common stock in the hands of the person -- the investors transferred to. Now, of course, for any details about this, these provisions are in the charter amendment that's just approved by the Schwab stockholders, if you're interested in any more information about that.

And it looks like this will be our final question of the day -- that we'll take in a moment. Peter, do Ameritrade stockholders need to submit any paperwork at this time to receive the Schwab stock?

So you do not need to submit any paperwork at this time. After completion of the merger, Schwab's Exchange agent, which Peter just referenced, Equiniti Trust Company, will reach out with any instructions for exchanging your shares of TD Ameritrade common stock for the merger consideration.

Okay. All right. Well, with that, it's time to conclude the meeting. I'd like to thank Chuck, Walt, Mr. Crawford & Morgan, the 2 Peters and all of our attendees for joining us today. And please stay well, everyone. Take care.