TD Ameritrade 2019 Proxy and Annual Meeting of Stockholders
Submission of Stockholder Proposals In order to be included in the Company’s Proxy Statement relating to its next annual meeting of stockholders, stockholder proposals must be received no later than September 2, 2019 by the secretary of the Company at the Company’s principal executive office. The inclusion of any such proposal in such proxy material shall be subject to the requirements of the proxy rules adopted under the 1934 Act. Pursuant to the Company’s Bylaws, stockholders who intend to present an item for business at the next annual meeting of stockholders, including nominations of persons for election to the Board of Directors (other than a proposal submitted for inclusion in the Company’s proxy materials) must provide notice to the secretary no earlier than October 16, 2019 and no later than November 15, 2019. Stockholder proposals must set forth (1) a brief description of the business desired to be brought before the annual meeting of stockholders and the reason for conducting such business at the annual meeting of stockholders, (2) the name and address of the stockholder proposing such business, (3) the number of shares of common stock beneficially owned by such stockholder and (4) any material interest of such stockholder in such business. SEC rules permit those persons we have named as proxies to vote in their discretion on stockholder proposals that are not submitted in compliance with the Company’s Bylaws, if such matters are brought before the annual meeting of stockholders notwithstanding such noncompliance. TD Ameritrade 2019 Proxy Statement 61
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