TD Ameritrade 2019 Proxy and Annual Meeting of Stockholders

Proposal No. 1 – Election of Directors Recommended by the Board of Directors Changes for Calendar Year 2019 As part of its annual review of director compensation, the Corporate Governance Committee requested that Semler Brossy conduct an independent review of the Company’s non-employee director compensation program. Semler Brossy conducted an in-depth assessment of each element of compensation and of the compensation program structure in comparison to the companies in the fiscal year 2018 peer group used for executive compensation purposes. Semler Brossy’s review found that the cash compensation paid to our non-employee directors was consistent generally with the median paid in our peer group, but the amount of our equity retainer was below the fiscal year 2018 peer group median. The amount of equity retainer had not been increased since 2010. Following the recommendation of the Corporate Governance Committee, on November 16, 2018, the board of directors approved a $15,000 increase in the annual equity retainer for our non-employee directors (other than the chairman), from $130,000 to $145,000. This increase resulted in bringing the annual equity retainer to approximately the peer group median. There were no other changes to the terms of the compensation for non-employee directors, including no changes to vesting, proration and deferral. As noted above, Mr. Moglia is compensated pursuant to a non-employee chairman term sheet that provides for payment of his annual retainer in either cash or a combination of cash and equity as agreed upon between Mr. Moglia and the board of directors. For calendar year 2019, Mr. Moglia will receive 50% of his annual retainer in cash and 50% in the form of RSUs. The total amount of the annual retainer was not changed. Consistent with the RSUs granted to other non-employee directors, Mr. Moglia’s RSUs will be scheduled to vest on the first anniversary of the grant date, subject to his continued service as a director through the vesting date. Director Compensation Table for Fiscal Year 2018 The table below provides information on compensation for non-employee directors who served during fiscal year 2018. Compensation information for Mr. Hockey, who is a named executive officer and served as an employee director of the Company during fiscal year 2018, is disclosed in the Summary Compensation Table under “ Executive Compensation and Related Information .” Fees Earned or Paid in Cash Name Paid in Cash (2) ($) Deferred in Form of Stock Units (3),(4) ($) Stock Awards (4),(5) ($) Nonqualified Deferred Compensation Earnings (6) ($) All Other Compensation (7) ($) Total ($) Lorenzo A. Bettino 28,750 86,250 130,384 — — 245,384 V. Ann Hailey 105,000 — 130,384 — — 235,384 Brian M. Levitt 63,750 21,250 130,384 — — 215,384 Karen E. Maidment 115,000 — 130,384 1,526 — 246,910 Bharat B. Masrani (1) — — — — — — Irene R. Miller 100,000 — 130,384 — — 230,384 Mark L. Mitchell 125,000 — 130,384 10,917 — 266,301 Joseph H. Moglia 400,000 — — — 14,685 414,685 Wilbur J. Prezzano 100,000 — 130,384 — — 230,384 Todd M. Ricketts 110,000 — 130,384 — — 240,384 Allan R. Tessler 105,000 — 130,384 — — 235,384 (1) Mr. Masrani, an employee of TD, elected during fiscal year 2018 not to receive compensation for services provided as a non-employee director both in fiscal year 2018, and generally on an ongoing basis. (2) The amounts in this column represent amounts paid in cash for retainers and fees for services provided by our non-employee directors during fiscal year 2018. (3) The amount in this column represents the dollar amount of retainers and fees earned for services provided in fiscal year 2018 that were deferred in the form of 1,558 Company stock units for Mr. Bettino and 489 Company stock units for Mr. Levitt. 16 TD Ameritrade 2019 Proxy Statement