TD Ameritrade 2019 Proxy and Annual Meeting of Stockholders

Proposal No. 1 – Election of Directors Recommended by the Board of Directors (4) The following table summarizes, as of September 30, 2018, the aggregate number of outstanding deferred stock units and RSUs, including DEUs associated with the outstanding deferred stock units and RSU awards, held by the individuals who served as our non-employee directors during fiscal year 2018. Outstanding stock-based awards for Mr. Hockey, who is a named executive officer and served as an employee director of the Company during fiscal 2018, are summarized in the Outstanding Equity Awards at September 30, 2018 table under “Executive Compensation and Related Information.” Name Deferred Stock Unit Awards (#) Restricted Stock Unit Awards (#) Lorenzo A. Bettino 2,092 2,347 V. Ann Hailey 7,283 2,347 Brian M. Levitt 6,595 2,347 Karen E. Maidment 61,510 2,347 Bharat B. Masrani — — Irene R. Miller — 2,347 Mark L. Mitchell 28,133 2,347 Joseph H. Moglia — — Wilbur J. Prezzano 48,835 2,347 Todd M. Ricketts — 2,347 Allan R. Tessler — 2,347 (5) The amounts in this column represent the aggregate grant date fair value calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 718, Compensation – Stock Compensation, for RSUs granted to the non-employee directors during fiscal year 2018. In fiscal year 2018, the RSUs granted as 2018 annual equity grants on February 21, 2018, as noted in the main table above, had a grant date fair value of $130,384. (6) The amounts in this column represent above market interest calculated under SEC rules as the interest credited under the plan to the director minus the interest that would have been credited using 120% of the long-term, quarterly applicable federal rate as prescribed under Section 1274(d) of the Code for the month in which the applicable interest under the plan was determined. (7) The amount in this column represents reimbursement for post-retirement medical coverage. In connection with Mr. Moglia’s transition to chairman of our board of directors from CEO in 2008, Mr. Moglia became eligible, pursuant his employment agreement then in effect, to receive post-retirement medical coverage for him, his spouse and any eligible dependents for his life (and his spouse’s life if she survives him), with the coverage secondary to his Medicare benefits. To receive this benefit, Mr. Moglia was required to agree to a release of claims in favor of the Company and non-competition, non-solicitation and nondisparagement obligations for a specified period (which has been satisfied) following employment termination. Non-employee Director Stock Ownership Guidelines Under the Company’s non-employee director stock ownership guidelines, non-employee directors receiving compensation are required to own shares of the Company’s common stock with the value described below, no later than the five-year anniversary of becoming a director of the Company. Shares counted toward this calculation include common stock beneficially owned by the director and vested and unvested RSUs. As of September 30, 2018, the last day of our fiscal year 2018, all non-employee directors with more than five years of service with the Company who are receiving compensation for their services as a director have met this guideline. Non-Employee Director Stock Ownership Value ($) Multiple of 2019 Cash Retainer Multiple of 2019 Total Retainer Chairman $800,000 4.0x 2.0x Directors $450,000 5.6x 2.0x TD Ameritrade 2019 Proxy Statement 17