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TD Ameritrade Holding Corporation
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(Exact name of registrant as specified in its charter)
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Delaware
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1-35509
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82-0543156
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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200 South 108
th
Avenue
Omaha, Nebraska
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68154
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(Address of principal executive offices)
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(Zip Code)
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(Former name or former address, if changed since last report)
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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•
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permit TD Ameritrade to establish performance periods of up to five fiscal years;
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set new, lower limits on the maximum number of awards under the LTIP that may be granted in any fiscal year to any non-employee director;
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increase the limit on performance units that may be granted to any individual and to provide flexibility to grant additional restricted stock units to an individual in connection with TD Ameritrade’s hiring of that individual;
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permit stock options intended to qualify as incentive stock options to be granted up to November 18, 2025; and
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clarify that the authority of the administrator of the LTIP includes the authority to adjust for an extraordinary cash dividend.
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permit TD Ameritrade to establish performance periods of up to five fiscal years; and
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increase the limit on awards that may be earned by a participant during any fiscal year to $25,000,000.
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Number of Shares
Voted For
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Number of Shares
Withheld
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Broker Non-votes
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Bharat B. Masrani
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369,297,288
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131,676,857
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16,848,956
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Irene R. Miller
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496,288,433
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4,685,712
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16,848,956
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Todd M. Ricketts
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495,636,194
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5,337,951
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16,848,956
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Allan R. Tessler
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496,556,197
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4,417,948
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16,848,956
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For
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Against
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Abstain
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Broker Non-votes
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488,899,184
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11,721,771
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353,190
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16,848,956
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For
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Against
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Abstain
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Broker Non-votes
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405,278,228
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95,334,338
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361,579
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16,848,956
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For
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Against
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Abstain
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Broker Non-votes
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411,269,172
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89,342,668
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362,305
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16,848,956
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For
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Against
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Abstain
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515,427,228
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1,182,858
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1,213,015
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Exhibit
Number
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Description
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10.1
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TD Ameritrade Holding Corporation Long-Term Incentive Plan, as amended and restated
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10.2
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TD Ameritrade Holding Corporation Management Incentive Plan, as amended and restated
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Dated: February 24, 2016
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TD AMERITRADE HOLDING CORPORATION
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By:
/s/ STEPHEN J. BOYLE
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Stephen J. Boyle
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Executive Vice President, Chief Financial Officer
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