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DISCOVER FINANCIAL SERVICES 2024-2025 Proxy Voting Records

Compiled from SEC Form N-PX filings and DISCOVER FINANCIAL SERVICES’s Form 8-K, filed February 18, 2025 (Item 5.07 on EDGAR). Page generated October 14, 2026.

  • 10Reported items
  • 898Asset managers
  • 3,321Fund votes
  • February 18, 2025Meeting date

Results at a glance

Meeting of February 18, 2025: 3 items on DISCOVER FINANCIAL SERVICES’s Form 8-K, filed February 18, 2025: 3 approved.

Material dissent

None.

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2023-2024 2024-2025

Explore DISCOVER FINANCIAL SERVICES in the interactive database Compare manager voting policies

Official 2024-2025 meeting results reported by DISCOVER FINANCIAL SERVICES

These tallies are DISCOVER FINANCIAL SERVICES’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed February 18, 2025 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

DISCOVER FINANCIAL SERVICES — official shareholder meeting results, meeting held February 18, 2025
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
1. Merger Proposal 205,145,0071,172,261237,323 ---- 99.4%Approved—
2. Compensation Proposal 194,002,80111,955,526596,265 ---- 94%Approved—
3. Adjournment Proposal 195,363,70310,777,525413,363 ---- 95%Approved—

Source: DISCOVER FINANCIAL SERVICES, Form 8-K, filed with the SEC on February 18, 2025 — read the filing on EDGAR.

How asset managers voted at the DISCOVER FINANCIAL SERVICES 2024-2025 meeting

Each item below shows how the 898 asset managers that disclosed a DISCOVER FINANCIAL SERVICES vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of DISCOVER FINANCIAL SERVICES’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.

1. Adoption of the Agreement and Plan of Merger, dated as of February 19, 2024, as it may be amended from time to time…

No official matchCAPITAL STRUCTURE

Combines 4 wordings of this item as funds reported it.

100% of fund votes cast · no official result

FOR
Details: description as filed, votes by 149 asset managers

Description as filed by funds: Adoption of the Agreement and Plan of Merger, dated as of February 19, 2024, as it may be amended from time to time (the "merger agreement"), by and among Discover Financial Services ("Discover"), Capital One Financial Corporation ("Capital One") and Vega Merger Sub, Inc. ("Merger Sub"), pursuant to which Merger Sub will merge with and into Discover, with Discover as the surviving corporation and, immediately thereafter, Discover will merge with and into Capital One, with Capital One as the surviving corporation.

The 149 asset managers below reported 93,566,472 for, 636 abstained. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 93,566,472ABSTAIN: 636
Largest asset managers voting on “Adoption of the Agreement and Plan of Merger, dated as of February 19, 2024, as it may be amended from time to” at DISCOVER FINANCIAL SERVICES, 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard30,304,8540 00For
Capital Group21,111,9830 00For
Fidelity10,810,0680 00For
BlackRock7,949,1810 00For
State Street2,576,1060 00For
John Hancock2,570,8760 00For
Invesco2,569,7850 00For
Dimensional2,352,8670 00For
Charles Schwab1,712,5040 00For
First Trust1,682,1480 00For
TIAA1,078,8300 00For
MFS729,6970 00For
Thrivent559,8080 00For
Columbia Threadneedle482,0270 00For
MASTER INVESTMENT PORTFOLIO394,7890 00For
JPMorgan355,6410 00For
Equitable341,8280 00For
Jackson National333,7710 00For
T. Rowe Price333,4680 00For
Neuberger Berman253,8920 00For
PRIMECAP Odyssey Funds218,0630 00For
Bridge Builder Trust217,1180 00For
Six Circles Trust214,9570 00For
NEW ECONOMY FUND190,8680 00For
Gateway Trust169,3370 00For

Showing the 25 largest of 149 asset managers. See all 149 in the interactive database.

2. Approve Merger Agreement

100% of fund votes cast · no official result

FOR
Details: votes by 7 asset managers

The 7 asset managers below reported 67,084 for. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 67,084
Largest asset managers voting on “Approve Merger Agreement” at DISCOVER FINANCIAL SERVICES, 2024-2025
Asset managerForAgainst AbstainWithheldVote
Empower33,8700 00For
GuideStone24,3550 00For
HC CAPITAL TRUST6,4090 00For
CLEARWATER INVESTMENT TRUST2,1000 00For
NORTHERN LIGHTS FUND TRUST III2860 00For
VOISARD ASSET MANAGEMENT GROUP, INC.640 00For
ESL Trust Services, LLC00 00--

3. ADOPTION OF THE AGREEMENT AND PLAN OF MERGER, DATED AS OF FEBRUARY 19, 2024, AS IT MAY BE AMENDED FROM TIME TO TIME…

No official matchEXTRAORDINARY TRANSACTIONS

100% of fund votes cast · no official result

FOR
Details: description as filed, votes by 2 asset managers

Description as filed by funds: ADOPTION OF THE AGREEMENT AND PLAN OF MERGER, DATED AS OF FEBRUARY 19, 2024, AS IT MAY BE AMENDED FROM TIME TO TIME (THE MERGER AGREEMENT"), BY AND AMONG DISCOVER FINANCIAL SERVICES (&QUOTDISCOVER"), CAPITAL ONE FINANCIAL CORPORATION (&QUOTCAPITAL ONE") AND VEGA MERGER SUB, INC. (&QUOTMERGER SUB"), PURSUANT TO WHICH MERGER SUB WILL MERGE WITH AND INTO DISCOVER, WITH DISCOVER AS THE SURVIVING CORPORATION AND, IMMEDIATELY THEREAFTER, DISCOVER WILL MERGE WITH AND INTO CAPITAL ONE, WITH CAPITAL ONE AS THE SURVIVING CORPORATION. "

The 2 asset managers below reported 15,870 for. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 15,870
Largest asset managers voting on “ADOPTION OF THE AGREEMENT AND PLAN OF MERGER, DATED AS OF FEBRUARY 19, 2024, AS IT MAY BE AMENDED FROM TIME TO” at DISCOVER FINANCIAL SERVICES, 2024-2025
Asset managerForAgainst AbstainWithheldVote
Advisors' Inner Circle Fund III15,8650 00For
Cambridge Financial Group, Inc.50 00For

4. APPROVAL OF ONE OR MORE ADJOURNMENTS OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, INCLUDING ADJOURNMENTS TO…

No official matchCORPORATE GOVERNANCE

Combines 3 wordings of this item as funds reported it.

94% of fund votes cast · no official result

FOR
Details: description as filed, votes by 150 asset managers

Description as filed by funds: APPROVAL OF ONE OR MORE ADJOURNMENTS OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, INCLUDING ADJOURNMENTS TO PERMIT FURTHER SOLICITATION OF PROXIES IN FAVOR OF ADOPTING THE MERGER AGREEMENT.

The 150 asset managers below reported 87,737,410 for, 5,798,520 against, 7,481 abstained. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 87,737,410AGAINST: 5,798,520ABSTAIN: 7,481
Largest asset managers voting on “APPROVAL OF ONE OR MORE ADJOURNMENTS OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, INCLUDING ADJOURNMEN” at DISCOVER FINANCIAL SERVICES, 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard30,304,8540 00For
Capital Group21,111,9830 00For
Fidelity5,465,9425,344,126 00Mixed
BlackRock7,949,1810 00For
State Street2,576,1060 00For
John Hancock2,570,8760 00For
Invesco2,569,7850 00For
Dimensional2,352,8670 00For
Charles Schwab1,712,5040 00For
First Trust1,682,1480 00For
TIAA1,078,8300 00For
MFS729,6970 00For
Thrivent559,8080 00For
Columbia Threadneedle482,0270 00For
MASTER INVESTMENT PORTFOLIO394,7890 00For
JPMorgan355,6410 00For
Equitable341,8280 00For
Jackson National333,7710 00For
T. Rowe Price0333,468 00Against
Neuberger Berman253,8920 00For
PRIMECAP Odyssey Funds218,0630 00For
Bridge Builder Trust217,1180 00For
Six Circles Trust214,9570 00For
NEW ECONOMY FUND190,8680 00For
Gateway Trust169,3370 00For

Showing the 25 largest of 150 asset managers. See all 150 in the interactive database.

5. Adjourn Meeting

No official matchCORPORATE GOVERNANCE

100% of fund votes cast · no official result

FOR
Details: votes by 5 asset managers

The 5 asset managers below reported 67,020 for. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 67,020
Largest asset managers voting on “Adjourn Meeting” at DISCOVER FINANCIAL SERVICES, 2024-2025
Asset managerForAgainst AbstainWithheldVote
Empower33,8700 00For
GuideStone24,3550 00For
HC CAPITAL TRUST6,4090 00For
CLEARWATER INVESTMENT TRUST2,1000 00For
NORTHERN LIGHTS FUND TRUST III2860 00For

6. Approve Motion to Adjourn Meeting

100% of fund votes cast · no official result

FOR
Details: votes by 2 asset managers

The 2 asset managers below reported 64 for. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 64
Largest asset managers voting on “Approve Motion to Adjourn Meeting” at DISCOVER FINANCIAL SERVICES, 2024-2025
Asset managerForAgainst AbstainWithheldVote
VOISARD ASSET MANAGEMENT GROUP, INC.640 00For
ESL Trust Services, LLC00 00--

7. Approval of, on an advisory (non- binding) basis, the merger related compensation payments that will or may be paid to…

No official matchFund totals may overlapSECTION 14A SAY-ON-PAY VOTES

Combines 10 wordings of this item as funds reported it.

96% Fund and manager reports combined; may count the same shares twice · no official result

FOR
Details: description as filed, votes by 863 asset managers

Description as filed by funds: Approval of, on an advisory (non- binding) basis, the merger related compensation payments that will or may be paid to named executive officers of Discover in connection with the transactions contemplated by the merger agreement.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice). The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Fund voting reports: 144 asset managers voting on “Approval of, on an advisory (non- binding) basis, the merger related compensation payments that will or may be” at DISCOVER FINANCIAL SERVICES, 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard30,304,8540 00For
Capital Group21,111,9830 00For
Fidelity10,810,0680 00For
BlackRock7,949,1810 00For
State Street2,576,1060 00For
John Hancock2,570,8760 00For
Invesco2,569,7850 00For
Dimensional2,352,8670 00For
Charles Schwab1,712,5040 00For
First Trust1,682,1480 00For
TIAA01,078,830 00Against
MFS729,6970 00For
Thrivent559,8080 00For
Columbia Threadneedle482,0270 00For
MASTER INVESTMENT PORTFOLIO394,7890 00For
JPMorgan355,6410 00For
Equitable341,8280 00For
Jackson National333,7710 00For
T. Rowe Price0333,468 00Against
Neuberger Berman253,8920 00For
PRIMECAP Odyssey Funds218,0630 00For
Bridge Builder Trust217,1180 00For
Six Circles Trust214,9570 00For
NEW ECONOMY FUND190,8680 00For
Gateway Trust169,3370 00For

Fund voting reports, all 144 managers: 91,817,855 for, 1,708,065 against, 7,481 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 743 asset managers voting on “Approval of, on an advisory (non- binding) basis, the merger related compensation payments that will or may be” at DISCOVER FINANCIAL SERVICES, 2024-2025
Asset managerForAgainst AbstainWithheldVote
Capital Group21,503,9940 00For
BlackRock9,320,9520 00For
State Street6,605,7570 00For
Fidelity6,547,6730 00For
GEODE CAPITAL MANAGEMENT, LLC6,210,7260 00For
FARALLON CAPITAL MANAGEMENT LLC4,260,0000 00For
Boston Partners3,913,1030 00For
Invesco2,820,3540 00For
Brave Warrior Advisors, LLC2,538,1220 00For
UBS965,0221,348,196 00Mixed
Northern Trust2,310,3110 00For
WELLS FARGO BANK N A1,807,0550 00For
Sessa Capital IM, L.P.1,776,1320 00For
Charles Schwab1,737,1570 00For
Vanguard1,596,1630 00For
ARROWSTREET CAPITAL, LIMITED PARTNERSHIP1,509,9220 00For
Nuveen4591,393,150 00Against
EAGLE CAPITAL MANAGEMENT LLC1,206,9760 00For
PARAMETRIC PORTFOLIO ASSOCIATES LLC1,201,7320 00For
MELLON INVESTMENTS Corp1,179,6500 00For
LSV ASSET MANAGEMENT1,028,94234,724 00For
MASSACHUSETTS FINANCIAL SERVICES CO /MA/1,042,0150 00For
Legal & General Investment Management Ltd2,0801,023,242 00Against
AustralianSuper Pty Ltd962,3490 00For
Robeco Institutional Asset Management B.V.925,2880 00For

Institutional-manager reports, all 743 managers: 114,628,929 for, 7,267,629 against, 35,958 withheld, 214 abstained, 17,113 not voted. Showing the 25 largest; see all in the interactive database.

8. Advisory Vote on Golden Parachutes

No official matchFund totals may overlapSECTION 14A SAY-ON-PAY VOTES

Combines 2 wordings of this item as funds reported it.

86% Fund and manager reports combined; may count the same shares twice · no official result

FOR
Details: votes by 22 asset managers

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice). The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Fund voting reports: 5 asset managers voting on “Advisory Vote on Golden Parachutes” at DISCOVER FINANCIAL SERVICES, 2024-2025
Asset managerForAgainst AbstainWithheldVote
Empower33,8700 00For
GuideStone24,3550 00For
HC CAPITAL TRUST6,4090 00For
CLEARWATER INVESTMENT TRUST2,1000 00For
NORTHERN LIGHTS FUND TRUST III2860 00For

Fund voting reports, all 5 managers: 67,020 for.

Institutional-manager reports: 17 asset managers voting on “Advisory Vote on Golden Parachutes” at DISCOVER FINANCIAL SERVICES, 2024-2025
Asset managerForAgainst AbstainWithheldVote
JPMorgan1,639,6870 00For
Taconic Capital Advisors LP1,107,5500 00For
APG Asset Management US Inc.0654,377 00Against
ADAGE CAPITAL PARTNERS GP, L.L.C.515,7840 00For
Rokos Capital Management LLP511,8070 00For
TD ASSET MANAGEMENT INC103,0650 00For
Cardano Risk Management B.V.88,5130 00For
Vinva Investment Management Ltd12,1170 00For
iA Global Asset Management Inc.10,0390 00For
FAYEZ SAROFIM & CO6,3270 00For
OSSIAM4,0430 00For
TD Waterhouse Canada Inc.3,6820 00For
Regime de rentes du Mouvement Desjardins2,4700 00For
Empirical Financial Services, LLC d.b.a. Empirical Wealth Ma2,2560 00For
Convergence Investment Partners, LLC4430 00For
Colony Family Offices, LLC960 00For
SIERRA SUMMIT ADVISORS LLC880 00For

Institutional-manager reports, all 17 managers: 4,007,967 for, 654,377 against.

9. 14A Executive Compensation

No official matchSECTION 14A SAY-ON-PAY VOTES

99.8% of fund votes cast · no official result

FOR
Details: votes by 13 asset managers

The 13 asset managers below reported 36,277 for, 55 against, 4,863 abstained, 1,450 unknown. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 36,277AGAINST: 55ABSTAIN: 4,863UNKNOWN: 1,450
Largest asset managers voting on “14A Executive Compensation” at DISCOVER FINANCIAL SERVICES, 2024-2025
Asset managerForAgainst AbstainWithheldVote
OLD SECOND NATIONAL BANK OF AURORA18,8850 00For
River Street Advisors LLC9,0090 00For
IMA Advisory Services, Inc.5,1300 00For
DeepCurrents Investment Group LLC00 4,8630Abstain
Inlet Private Wealth, LLC2,0090 00For
LEAVELL INVESTMENT MANAGEMENT, INC.00 00--
Claret Asset Management Corp4930 00For
Focus Partners Wealth35755 00Mixed
Wallington Asset Management, LLC2220 00For
EAGLE GLOBAL ADVISORS LLC750 00For
VOISARD ASSET MANAGEMENT GROUP, INC.640 00For
Baker Avenue Asset Management, LP330 00For
ESL Trust Services, LLC00 00--

10. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

No official matchSECTION 14A SAY-ON-PAY VOTES

Combines 2 wordings of this item as funds reported it.

100% of fund votes cast · no official result

FOR
Details: votes by 2 asset managers

The 2 asset managers below reported 1,591 for. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 1,591
Largest asset managers voting on “ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION” at DISCOVER FINANCIAL SERVICES, 2024-2025
Asset managerForAgainst AbstainWithheldVote
Parisi Gray Wealth Management1,1640 00For
NTV ASSET MANAGEMENT LLC4270 00For

Not shown here: this season’s fund filings also report 1 item from the meeting of May 9, 2024, which belongs to the 2023-2024 season. A meeting outside this season’s July 1 to June 30 window is not counted in this page’s items or in its totals of asset managers and fund votes.

Largest DISCOVER FINANCIAL SERVICES shareholders voting in 2024-2025

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported.

Fund voting reports: top DISCOVER FINANCIAL SERVICES shareholders by shares voted on “Approval of, on an advisory (non- binding) basis, the merger related compensation payments that…”, 2024-2025
#Asset manager Shares voted
1Vanguard 30,304,854
2Capital Group 21,111,983
3Fidelity 10,810,068
4BlackRock 7,949,181
5State Street 2,576,106
6John Hancock 2,570,876
7Invesco 2,569,785
8Dimensional 2,352,867
9Charles Schwab 1,712,504
10First Trust 1,682,148
Institutional-manager reports: top DISCOVER FINANCIAL SERVICES shareholders by shares voted on “Approval of, on an advisory (non- binding) basis, the merger related compensation payments that…”, 2024-2025
#Asset manager Shares voted
1Capital Group 21,503,994
2BlackRock 9,320,952
3State Street 6,605,757
4Fidelity 6,547,673
5GEODE CAPITAL MANAGEMENT, LLC 6,210,726
6FARALLON CAPITAL MANAGEMENT LLC 4,260,000
7Boston Partners 3,913,103
8Invesco 2,820,354
9Brave Warrior Advisors, LLC 2,538,122
10UBS 2,313,218

Shown as share counts, not percentages: no shares-outstanding figure has been matched to DISCOVER FINANCIAL SERVICES for the 2024-2025 season, so there is no denominator to divide by.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. This page is a static snapshot rebuilt weekly on October 14, 2026; a live search always shows the current data.

At DISCOVER FINANCIAL SERVICES's shareholder meeting held February 18, 2025, in the 2024-2025 proxy season, 898 asset managers reported how they voted in their SEC Form N-PX filings, covering 3,321 separate fund positions. Their filings are grouped here into 10 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. DISCOVER FINANCIAL SERVICES's own Form 8-K tally for this meeting is published below, but no row in it could be matched to the most widely held item, so this page states no certified outcome for that item. On that item — Approval of, on an advisory (non- binding) basis, the merger related compensation payments that… — the reporting funds and managers cast 96% of the shares they voted in favour (FOR divided by FOR plus AGAINST plus WITHHELD; abstained and unvoted shares are excluded because neither took a side). Fund and manager reports are combined in it and may count the same shares twice: it adds fund reports to institutional-manager reports, which can cover the same shares. It is not the company's certified result.

DISCOVER FINANCIAL SERVICES proxy season coverage: 2023-2024 · 2024-2025 (this page).

Download data (CSV): ballot items · votes by manager · column guide.