UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 27, 2023, the Board of Directors of Discover Financial Services (the “Company”) appointed Daniela O’Leary-Gill as a director of the Company and to serve on the Company’s Audit Committee, effective as of June 14, 2023.
There are no arrangements or understandings between Ms. O’Leary-Gill and any other person pursuant to which Ms. O’Leary-Gill was selected as a director. There are no transactions involving Ms. O’Leary-Gill that would be required to be reported under Item 404(a) of Regulation S-K.
In connection with her appointment as a director of the Company and a member of the Audit Committee, Ms. O’Leary-Gill’s compensation will be consistent with the Company’s previously disclosed standard compensatory arrangements for non-employee directors, which are described in the Company’s most recent proxy statement filed with the Securities and Exchange Commission on March 17, 2023, under the heading “Director Compensation.” Ms. O’Leary-Gill’s compensation will be prorated to reflect the commencement date of her Board service.
On May 28, 2023, Mary K. Bush, a member of the Company’s Board of Directors, provided the Company notice that she will be resigning from the Board of Directors, effective June 2, 2023.
A copy of the press release announcing these changes is attached as Exhibit 99.1 to this report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press Release of the Company dated June 1, 2023 | |
| 104 | Cover Page Interactive Data File — the cover page from this Current Report on Form 8-K, formatted as Inline XBRL (included as Exhibit 101). | |
SIGNATURES
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 hereunto duly authorized.
| DISCOVER FINANCIAL SERVICES | ||||||
| Dated June 1, 2023 | By: | /s/ Hope D. Mehlman | ||||
| Name: | Hope D. Mehlman | |||||
| Title: | Executive Vice President, Chief Legal Officer, | |||||
| General Counsel and Secretary | ||||||