TD Ameritrade 2018 Annual Report

106 Disclosure Controls and Procedures Management, including the Chief Executive Officer and Chief Financial Officer, performed an evaluation of the effectiveness of the Company's disclosure controls and procedures as of September 30, 2018. Management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective as of September 30, 2018. Changes in Internal Control over Financial Reporting There have been no changes in the Company's internal control over financial reporting (as that term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. Item 9B. Other Information None. PART III Item 10. Directors, Executive Officers and Corporate Governance The information required to be furnished pursuant to this item is incorporated by reference from our definitive proxy statement for our 2019 annual meeting of stockholders to be filed with the SEC pursuant to Regulation 14Awithin 120 days after September 30, 2018 (the "Proxy Statement"). Item 11. Executive Compensation The information required to be furnished pursuant to this item is incorporated by reference from the Proxy Statement. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required to be furnished pursuant to this item, with the exception of the equity compensation plan information presented below, is incorporated by reference from the Proxy Statement. Securities Authorized for Issuance Under Equity Compensation Plans The following table summarizes, as of September 30, 2018, information about compensation plans under which equity securities of the Company are authorized for issuance: Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) Plan Category (a) (b) (c) Equity compensation plans approved by security holders. . . . . . . . . . . . . . . . . 3,286,766 (1) $ 27.97 (2) 5,552,799 (3) (1) Consists of 503,247 stock options, 2,129,241 restricted stock units, 499,830 performance restricted stock units, and 154,448 deferred stock units outstanding under the Company's stock incentive plans. (2) The weighted average exercise price does not take into account awards that have no exercise price, such as restricted stock units and deferred stock units.