Item 5.02  Departure of Directors or Certain Officers; Election of Directors;
           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers

On July 23, 2020, at a meeting of the Board of Directors (Board) of The Charles Schwab Corporation (CSC), the Board elected Marianne C. Brown and Gerri K. Martin-Flickinger as directors effective August 1, 2020. Ms. Brown and Ms. Martin-Flickinger will serve as members of the class of directors whose term expires at the annual meeting of stockholders in 2023. The Board determined Ms. Brown and Ms. Martin-Flickinger to be independent under the independence standards of the New York Stock Exchange.

On July 23, 2020, Roger O. Walther announced his decision to retire from the Board, effective on December 31, 2020. The Board appointed Paula A. Sneed to serve as Chair of the Compensation Committee, effective upon Mr. Walther's retirement.

The new directors will each receive compensation for their services on the Board in accordance with CSC's standard compensatory arrangement for non-employee directors, including an annual retainer of $100,000 and an annual equity grant with an aggregate value of $185,000, split 40% in stock options, and 60% in restricted stock units.

A copy of the press release announcing these matters is attached to this report as Exhibit 99.1.


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Item 9.01 Financial Statements and Exhibits





(d)                  Exhibits

Exhibit No.          Description
99.1                   Press Release dated July 27, 2020.
104                  Cover Page Interactive Data File - the cover page
                     interactive data file does not appear in the Interactive
                     Data File because its XBRL tags are embedded within the
                     Inline XBRL document.

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