TD Ameritrade 2019 Proxy and Annual Meeting of Stockholders

Proposal No. 1 – Election of Directors Recommended by the Board of Directors Board Meetings and Committees The board of directors conducts its business through meetings of the board, actions taken by written consent in lieu of meetings and by the actions of its committees. The non-employee members and the independent members of our board of directors regularly meet in executive session without management present. These directors select a presiding director at these meetings on an ad-hoc basis. The board of directors has a policy requiring the separation of the roles of CEO and chairman of the board because the board of directors believes it improves the ability of the board to exercise its oversight role. Mr. Hockey serves as the CEO, with primary responsibility for operational leadership and strategic direction of the Company. Mr. Moglia serves as chairman of the board, facilitating the board’s oversight of management, promoting communication between management and the board and engaging with shareholders. Key responsibilities of the chairman include: setting the agenda for board meetings in consultation with other directors, the CEO, and the corporate secretary, facilitating the annual CEO performance evaluation, serving as a liaison between the board and senior management, conducting annual board interviews as part of the annual board evaluation process and setting and maintaining board culture. The separation of the roles of CEO and chairman of the board does not affect risk oversight, which is the responsibility of the board of directors, primarily overseen by the Risk Committee. During the fiscal year ended September 30, 2018, the board of directors held fourteen meetings. During fiscal year 2018, each incumbent director attended at least 75% of the aggregate number of meetings of the board of directors and meetings of the committees of the board of directors on which he or she served during the period in which he or she served, if any. Although the Company does not have a formal policy regarding director attendance at our annual meeting of stockholders, directors are encouraged to attend. All directors of the Company at the time of the 2018 annual meeting of stockholders attended the 2018 annual meeting of stockholders. The board of directors has established six standing committees: Audit, H.R. and Compensation, Corporate Governance, Outside Independent Directors, Non-TD Directors and Risk. The committee members are identified in the following table: Director Audit H. R. and Compensation Corporate Governance Outside Independent Directors Non-TD Directors Risk Lorenzo A. Bettino Chair V. Ann Hailey Tim Hockey Brian M. Levitt Karen E. Maidment Chair Bharat B. Masrani Irene R. Miller Mark L. Mitchell Chair Joseph H. Moglia Wilbur J. Prezzano Chair Todd M. Ricketts Allan R. Tessler Chair 12 TD Ameritrade 2019 Proxy Statement