Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.




On March 29, 2022, the Board of Directors (the "Board") of The Charles Schwab
Corporation ("CSC") adopted The Charles Schwab Corporation 2022 Stock Incentive
Plan (the "2022 Stock Incentive Plan"), subject to stockholder approval. At the
2022 Annual Meeting of Stockholders of CSC held on May 17, 2022 (the "Annual
Meeting"), CSC's stockholders approved the 2022 Stock Incentive Plan.

A description of the material terms and conditions of the 2022 Stock Incentive
Plan is set forth in the section entitled "  Proposal Five: Approval of 2022
Stock Incentive Plan  " on pages 71-77 of CSC's definitive proxy statement
relating to the Annual Meeting filed with the Securities and Exchange Commission
on April 1, 2022, which description is incorporated herein by reference. Such
description is qualified by reference to the full text of the 2022 Stock
Incentive Plan, which is attached as Exhibit 10.1 hereto and incorporated herein
by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

(a) The Annual Meeting was held on May 17, 2022. A total of 1,644,057,500

shares of CSC voting common stock were present in person or represented

by proxy at the Annual Meeting. As of the close of business on March 18,

2022, the record date for the Annual Meeting, there were 1,816,003,557

shares of CSC voting common stock outstanding, with each share entitled

to one vote on each matter presented for consideration at the Annual


         Meeting.

(b) All nominees for directors were elected, and each nominee received more

"for" votes than "against" votes cast for his or her election. The

proposal to amend CSC's Fifth Restated Certificate of Incorporation, as


         amended (the "Certificate of Incorporation"), and Fourth Amended and
         Restated Bylaws, as amended (the "Bylaws"), to declassify the Board,

which required the affirmative vote of 80% of all outstanding shares of

CSC's voting common stock, was not approved. The proposal to ratify of

the selection of Deloitte & Touche LLP as CSC's independent auditors for

the 2022 fiscal year was approved. The advisory vote on named executive

officer compensation was approved. The proposal to approve the 2022 Stock

Incentive Plan was approved. The Board's proposal to amend the Bylaws to


         adopt proxy access, which required the affirmative vote of 80% of all
         outstanding shares of CSC's voting common stock, was approved. The
         stockholder proposal requesting amendment to the Bylaws to adopt proxy

access was not approved. The stockholder proposal requesting disclosure

of lobbying policy, procedures and oversight, lobbying expenditures, and

participation in organizations engaged in lobbying was not approved. The


         final voting results were as follows:



                                                                                      Broker
                                   For              Against          Abstain         Non-Vote
1   Election of Directors
    (a) John K. Adams, Jr.     1,591,270,097        17,076,753         634,660       35,075,990
    (b) Stephen A. Ellis       1,541,356,577        66,966,902         658,031       35,075,990
    (c) Brian M. Levitt        1,574,533,140        33,688,768         759,602       35,075,990
    (d) Arun Sarin             1,466,490,268       141,841,227         650,015       35,075,990
    (e) Charles R. Schwab      1,550,928,506        57,549,303         503,701       35,075,990
    (f) Paula A. Sneed         1,523,676,597        77,497,845       7,807,068       35,075,990

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                                                                                                    Broker
                                               For               Against           Abstain         Non-Vote
2    Approval of amendments to

Certificate of Incorporation and 1,425,958,661 182,051,166 971,683 35,075,990


     Bylaws to declassify the Board
3    Ratification of the selection of

Deloitte & Touche LLP as


     independent auditors                  1,551,491,318          91,993,339         572,843                0

4 Advisory vote to approve named

executive officer compensation 1,499,041,479 108,280,222 1,659,809 35,075,990 5 Approval of the 2022 Stock


     Incentive Plan                        1,556,189,076          51,876,293         916,141       35,075,990
6    Approval of the Board's proposal

to amend Bylaws to adopt proxy


     access                                1,595,101,275          12,739,560       1,140,675       35,075,990
7    Stockholder proposal requesting

amendment to Bylaws to adopt


     proxy access                            494,220,875       1,112,327,357       2,433,278       35,075,990
8    Stockholder proposal requesting

disclosure of lobbying policy,


     procedures and oversight;               557,517,246

1,047,778,039 3,686,225 35,075,990


     lobbying expenditures; and
     participation in organizations
     engaged in lobbying

Item 9.01 Financial Statements and Exhibits.





  (d) Exhibits

10.1 The Charles Schwab Corporation 2022 Stock Incentive Plan, effective as


        of May 17, 2022.

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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