TD Ameritrade 2019 Proxy and Annual Meeting of Stockholders

Executive Compensation and Related Information Fiscal Year 2019 MIP Incentive Funding Formula In light of the recent changes to Section 162(m) of the Code, and in consultation with Semler Brossy following review of the Company’s executive compensation programs, effective for fiscal year 2019, the incentive funding formula under the MIP for fiscal year 2018 will be replaced with the design illustrated below. Total Individual Incentive Funding Percentage Incentive Funding Components Potential Funding Range FY 2019 Incentive Funding Design Component Weightings 0% - 150% 0%, 50% - 150% 70% 30% 20% 80% Corporate Performance Individual Performance 0%, 50% - 150% Other NEOs CEO Metric Potential Funding Range Corporate Performance Total Corporate Performance Formula Non-GAAP Earnings Per Share 40% 0%, 50% - 150% Other Strategic Themes 15% 0%, 50% - 150% Revenue & Market Share 20% 0%, 50% - 150% Client Experience 25% 0%, 50% - 150% 0% - 150% 100% Weighting The fiscal year 2019 incentive funding formula emphasizes key, short-term, quantitative results and further supports the delivery of a superior client experience. The new design is intended to emphasize areas that the Compensation Committee believes are critical drivers of the Company’s strategic and financial success over the longer-term (client experience and key strategic themes) and measures of the Company’s short-term operational success (non-GAAP EPS, revenue and market share). Equity incentives will continue to be delivered 100% in the form of PRSUs, which may be adjusted up or down by up to 20% based on the Company’s cumulative three-year TSR relative to the components of the NYSE Arca Securities Broker/Dealer Index determined at the time of grant and which also are subject to three-year cliff vesting based on continued service with us. Compensation Committee Report This report is not deemed to be “soliciting material” or to be “filed” with the SEC or subject to the SEC’s proxy rules or to the liabilities of Section 18 of the 1934 Act and the report shall not be deemed to be incorporated by reference into any prior or subsequent filing by the Company under the Securities Act of 1933 or the 1934 Act. The H.R. and Compensation Committee has reviewed and discussed the “Compensation Discussion and Analysis” of this Proxy Statement with TD Ameritrade’s management. Based on that review and those discussions, the H.R. and Compensation Committee recommended to the board of directors that the Compensation Discussion and Analysis section be included in this Proxy Statement and incorporated by reference into TD Ameritrade’s Annual Report on Form 10-K for its 2018 fiscal year. Wilbur J. Prezzano, Chairman Brian M. Levitt Mark L. Mitchell Allan R. Tessler Compensation Committee Interlocks and Insider Participation Messrs. Prezzano, Levitt, Mitchell and Tessler served as members of the Compensation Committee during fiscal 2018. During fiscal 2018, there were no Compensation Committee interlocks and no insider participation in Compensation Committee decisions that were required to be reported under the rules and regulations of the 1934 Act. 32 TD Ameritrade 2019 Proxy Statement