UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
________________


FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES AND EXCHANGE ACT OF 1934


Date of report: May 11, 2017
(Date of earliest event reported)


E*TRADE FINANCIAL CORPORATION
(Exact name of registrant as specified in charter)


Delaware
1-11921
94-2844166
(State or other jurisdiction of
incorporation)
(Commission File Number)
(I.R.S. Employer Identification
No.)

1271 Avenue of the Americas, 14th Floor, New York, New York 10020
 (Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (646) 521-4300

______________________________
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company                                                                       

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
 
 

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

At the Annual Meeting of Stockholders of E*TRADE Financial Corporation (the “Company”) held on May 11, 2017, stockholders considered four proposals, each of which is described in more detail in the Company’s definitive proxy statement filed on March 29, 2017.

The vote results detailed below represent the final results as certified by the Inspector of Elections:

Proposal 1
 
Election of 12 directors for a term that will end at the Company’s 2018 Annual Meeting of Stockholders:
 
Director
For
Against
Abstain
Broker Non-Vote
Richard J. Carbone
207,592,571
135,659
64,414
20,342,886
James P. Healy
207,595,781
134,258
62,605
20,342,886
Kevin T. Kabat
207,584,670
143,160
64,814
20,342,886
Frederick W. Kanner
206,767,700
960,398
64,546
20,342,886
James Lam
207,605,556
120,203
66,885
20,342,886
Rodger A. Lawson
206,601,690
1,128,423
62,531
20,342,886
Shelley B. Leibowitz
207,592,381
135,737
64,526
20,342,886
Karl A. Roessner
207,581,694
146,023
64,927
20,342,886
Rebecca Saeger
207,309,759
419,433
63,452
20,342,886
Joseph L. Sclafani
206,971,227
758,263
63,154
20,342,886
Gary H. Stern
207,587,018
141,003
64,623
20,342,886
Donna L. Weaver
204,882,666
2,847,518
62,460
20,342,886

 
Proposal 2

Approval, by a non-binding advisory vote, of the compensation of the Company’s Named Executive Officers (the “Say-on-Pay Vote”):

For
Against
Abstain
Broker Non-Vote
193,025,319
14,691,479
75,846
20,342,886

Proposal 3

Selection, by a non-binding advisory vote, of the frequency of the Say-on-Pay Vote:

One Year
Two Years
Three Years
Abstain
188,489,805
205,441
18,988,262
109,136

In line with the advisory voting by our stockholders, the Company has decided that it will include an advisory Say-on-Pay Vote in its proxy materials every year until the next required advisory vote on the frequency of the Say-on-Pay Vote.



Proposal 4

Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2017:

For
Against
Abstain
223,057,773
4,299,531
778,226



SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
 
 
  E*TRADE FINANCIAL CORPORATION  
       
       
Dated: May 11, 2017
By:
/s/ Lori S. Sher  
    Name: Lori S. Sher  
    Title: Corporate Secretary