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DFS > SEC Filings for DFS > Form 8-K on 12-Jun-2014All Recent SEC Filings




Change in Directors or Principal Officers, Financial Statements and E

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

(d) On June 11, 2014, the board of directors of Discover Financial Services (the "Company") appointed Walter H. Morris, Jr. as a director of the Company. The board also appointed Mr. Morris to serve on the Audit Committee on this date. A copy of the press release announcing the appointment of Mr. Morris is attached as Exhibit 99.1 to this report.

There are no arrangements or understandings between Mr. Morris and any other person pursuant to which Mr. Morris was selected as a director. There are no transactions involving Mr. Morris that would be required to be reported under Item 404(a) of Regulation S-K.

In connection with his appointment as a director of the Company, Mr. Morris will be eligible for compensation under the Company's Directors' Compensation Plan (the "Plan"). Under the Plan, Mr. Morris will receive an annual retainer for his service as a director of $90,000 and will receive an annual committee member fee of $20,000 for his service on the Audit Committee, each prorated from the date of his appointment as a director.

In addition, on June 11, 2014, Mr. Morris received a grant of 1,764 restricted stock units under the Plan, which is the annual equity award prorated from the date of his appointment as a director. The restricted stock unit awards vest on the first anniversary of the date of grant, subject to the terms and conditions of the Plan. All restricted stock unit awards are to be settled in shares of Company common stock. Like other eligible directors under the Plan, Mr. Morris will be eligible to receive subsequent awards of restricted stock units under the Plan on the date of each annual shareholders meeting. The number of such subsequent awards of restricted stock units shall be equal to the number obtained by dividing $130,000 by the fair market value (as defined in the Plan) of a share of Company common stock on such day.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

99.1 Press Release of Discover Financial Services dated June 12, 2014

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