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DISCOVER FINANCIAL SERVICES 2023-2024 Proxy Voting Records

Compiled from SEC Form N-PX filings and DISCOVER FINANCIAL SERVICES’s Form 8-K, filed 2024-05-10 (Item 5.07 on EDGAR). Page generated 02 October 2026.

17Reported items
937Asset managers
10,558Fund votes
2024-05-09Meeting date

Proxy season: 2023-2024 2024-2025

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

Official 2023-2024 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 2024-05-10 (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 2024-05-09
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Outcome
Elect Director: Candace H. Duncan	193,799,331	3,595,667	556,565	--	22,595,330	Majority: yes
Elect Director: Joseph F. Eazor	194,843,099	2,526,979	581,486	--	22,595,330	Majority: yes
Elect Director: Kathy L. Lonowski	195,909,141	1,483,478	558,944	--	22,595,330	Majority: yes
Elect Director: Thomas G. Maheras	189,389,508	7,989,397	572,659	--	22,595,330	Majority: yes
Elect Director: Daniela O'Leary-Gill	195,871,558	1,524,655	555,350	--	22,595,330	Majority: yes
Elect Director: John B. Owen	194,989,642	2,389,351	572,570	--	22,595,330	Majority: yes
Elect Director: David L. Rawlinson II	192,283,372	4,135,860	1,532,331	--	22,595,331	Majority: yes
Elect Director: J. Michael Shepherd	193,075,611	4,296,147	579,805	--	22,595,330	Majority: yes
Elect Director: Beverley A. Sibblies	194,881,100	2,506,804	563,660	--	22,595,330	Majority: yes
Elect Director: Jennifer L. Wong	194,377,770	3,014,890	558,903	--	22,595,330	Majority: yes
Proposal 2: Say on Pay (Advisory Vote to Approve Named Executive Officer Compensation)	181,853,592	15,705,216	392,755	--	22,595,330	Majority: yes
Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm	217,049,748	3,212,298	284,848	--	0	Majority: yes

Source: DISCOVER FINANCIAL SERVICES, Form 8-K, filed with the SEC on 2024-05-10 — read the filing on EDGAR.

How asset managers voted at the DISCOVER FINANCIAL SERVICES 2023-2024 meeting

Each item below shows how the 937 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. Advisory Vote to Approve Named Executive Officer Compensation

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Combines 23 wordings of this item as funds reported it.

92% Majority: yes · of votes cast

FOR 92%8%

FOR: 181,853,592AGAINST: 15,705,216

DISCOVER FINANCIAL SERVICES’s own tally for this item (“Proposal 2: Say on Pay (Advisory Vote to Approve Named Executive Officer Compensation)”): 181,853,592 for, 15,705,216 against, per its Form 8-K filed 2024-05-10 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

The 922 asset managers below cast 99.8% of the shares they voted on this item FOR. Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

FOR 99.8%

FOR: 99.9%AGAINST: 0.1%ABSTAIN: 0.0%NOT VOTED: 0.0%UNKNOWN: 0.0%

Largest asset managers voting on “Advisory Vote to Approve Named Executive Officer Compensation” at DISCOVER FINANCIAL SERVICES, 2023-2024
Asset manager	For	Against	Vote
AQR Arbitrage LLC	4,941,000,000	0	For
Curi RMB Capital, LLC	4,427,000,000	0	For
IndexIQ Advisors LLC	2,607,000,000	0	For
Capital Group	35,993,739	649	For
OAK RIDGE INVESTMENTS LLC	35,000,000	0	For
Vanguard	32,943,755	0	For
Fidelity	14,966,791	0	For
BlackRock	14,817,611	3,543	For
New York Life	11,128,329	0	For
GEODE CAPITAL MANAGEMENT, LLC	5,953,392	0	For
State Street	4,638,931	70	For
Invesco	0	4,100,387	Against
Dimensional	3,472,683	0	For
Charles Schwab	3,341,254	0	For
Brave Warrior Advisors, LLC	3,336,844	0	For
John Hancock	2,622,722	0	For
Sessa Capital IM, L.P.	2,558,062	0	For
JPMorgan	2,537,731	9	For
Northern Trust	2,447,769	17,392	For
First Trust	2,233,677	14,612	For
Southpoint Capital Advisors LP	2,100,000	0	For
T. Rowe Price	1,447,022	0	For
UBS	1,441,682	0	For
PRIMECAP MANAGEMENT CO/CA/	1,377,350	0	For
MELLON INVESTMENTS Corp	1,324,911	0	For

Showing the 25 largest of 922 asset managers. See all 922 in the interactive database.

2. Election of Directors: Candace H. Duncan

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 6 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 193,799,331AGAINST: 3,595,667

DISCOVER FINANCIAL SERVICES’s own tally for this item (“Elect Director: Candace H. Duncan”): 193,799,331 for, 3,595,667 against, per its Form 8-K filed 2024-05-10 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

The 160 asset managers below cast 99.8% of the shares they voted on this item FOR (93,555,808 for, 149,042 against).

FOR 99.8%

FOR: 93,555,808 (99.8%)AGAINST: 149,042 (0.2%)ABSTAIN: 24,867 (0.0%)

Largest asset managers voting on “Election of Directors: Candace H. Duncan” at DISCOVER FINANCIAL SERVICES, 2023-2024
Asset manager	For	Vote
Vanguard	31,816,645	For
Capital Group	17,651,235	For
Fidelity	9,813,447	For
BlackRock	6,758,119	For
Dimensional	2,925,317	For
State Street	2,320,095	For
First Trust	2,166,430	For
John Hancock	2,124,912	For
Invesco	1,971,408	For
Charles Schwab	1,662,329	For
JPMorgan	1,165,394	For
MFS	936,500	For
Waddell & Reed	861,944	For
TIAA	805,882	For
NEW ECONOMY FUND	764,198	For
Columbia Threadneedle	618,018	For
PRIMECAP Odyssey Funds	562,401	For
Thrivent	523,807	For
Principal	518,161	For
MASTER INVESTMENT PORTFOLIO	390,402	For
WisdomTree	340,555	For
T. Rowe Price	318,479	For
Jackson National	304,338	For
Victory Capital	293,144	For
American Century	283,889	For

Showing the 25 largest of 160 asset managers. See all 160 in the interactive database.

3. Election of Directors: Joseph F. Eazor

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 5 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%

FOR: 194,843,099AGAINST: 2,526,979

DISCOVER FINANCIAL SERVICES’s own tally for this item (“Elect Director: Joseph F. Eazor”): 194,843,099 for, 2,526,979 against, per its Form 8-K filed 2024-05-10 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

The 160 asset managers below cast 99.8% of the shares they voted on this item FOR (93,564,700 for, 136,568 against).

FOR 99.8%

FOR: 93,564,700 (99.8%)AGAINST: 136,568 (0.1%)ABSTAIN: 28,449 (0.0%)

Largest asset managers voting on “Election of Directors: Joseph F. Eazor” at DISCOVER FINANCIAL SERVICES, 2023-2024
Asset manager	For	Vote
Vanguard	31,816,645	For
Capital Group	17,651,235	For
Fidelity	9,813,447	For
BlackRock	6,758,119	For
Dimensional	2,925,317	For
State Street	2,320,095	For
First Trust	2,166,430	For
John Hancock	2,124,912	For
Invesco	1,971,408	For
Charles Schwab	1,662,329	For
JPMorgan	1,165,394	For
MFS	936,500	For
Waddell & Reed	861,944	For
TIAA	805,882	For
NEW ECONOMY FUND	764,198	For
Columbia Threadneedle	618,018	For
PRIMECAP Odyssey Funds	562,401	For
Thrivent	523,807	For
Principal	518,161	For
MASTER INVESTMENT PORTFOLIO	390,402	For
WisdomTree	340,555	For
T. Rowe Price	318,479	For
Jackson National	304,338	For
Victory Capital	293,144	For
American Century	283,889	For

Showing the 25 largest of 160 asset managers. See all 160 in the interactive database.

4. Election of Directors: Kathy L. Lonowski

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 6 wordings of this item as funds reported it.

99.2% Majority: yes · of votes cast

FOR 99.2%

FOR: 195,909,141AGAINST: 1,483,478

DISCOVER FINANCIAL SERVICES’s own tally for this item (“Elect Director: Kathy L. Lonowski”): 195,909,141 for, 1,483,478 against, per its Form 8-K filed 2024-05-10 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

The 160 asset managers below cast 99.8% of the shares they voted on this item FOR (93,583,898 for, 120,952 against).

FOR 99.8%

FOR: 93,583,898 (99.8%)AGAINST: 120,952 (0.1%)ABSTAIN: 24,867 (0.0%)

Largest asset managers voting on “Election of Directors: Kathy L. Lonowski” at DISCOVER FINANCIAL SERVICES, 2023-2024
Asset manager	For	Vote
Vanguard	31,816,645	For
Capital Group	17,651,235	For
Fidelity	9,813,447	For
BlackRock	6,758,119	For
Dimensional	2,925,317	For
State Street	2,320,095	For
First Trust	2,166,430	For
John Hancock	2,124,912	For
Invesco	1,971,408	For
Charles Schwab	1,662,329	For
JPMorgan	1,165,394	For
MFS	936,500	For
Waddell & Reed	861,944	For
TIAA	805,882	For
NEW ECONOMY FUND	764,198	For
Columbia Threadneedle	618,018	For
PRIMECAP Odyssey Funds	562,401	For
Thrivent	523,807	For
Principal	518,161	For
MASTER INVESTMENT PORTFOLIO	390,402	For
WisdomTree	340,555	For
T. Rowe Price	318,479	For
Jackson National	304,338	For
Victory Capital	293,144	For
American Century	283,889	For

Showing the 25 largest of 160 asset managers. See all 160 in the interactive database.

5. Election of Directors: Thomas G. Maheras

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 6 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%

FOR: 189,389,508AGAINST: 7,989,397

DISCOVER FINANCIAL SERVICES’s own tally for this item (“Elect Director: Thomas G. Maheras”): 189,389,508 for, 7,989,397 against, per its Form 8-K filed 2024-05-10 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

The 160 asset managers below cast 99.6% of the shares they voted on this item FOR (93,378,893 for, 325,957 against).

FOR 99.6%

FOR: 93,378,893 (99.6%)AGAINST: 325,957 (0.3%)ABSTAIN: 24,867 (0.0%)

Largest asset managers voting on “Election of Directors: Thomas G. Maheras” at DISCOVER FINANCIAL SERVICES, 2023-2024
Asset manager	For	Against	Vote
Vanguard	31,816,645	0	For
Capital Group	17,651,235	0	For
Fidelity	9,813,447	0	For
BlackRock	6,758,119	0	For
Dimensional	2,925,317	0	For
State Street	2,320,025	70	For
First Trust	2,166,430	0	For
John Hancock	2,124,912	0	For
Invesco	1,971,408	0	For
Charles Schwab	1,662,329	0	For
JPMorgan	1,165,394	0	For
MFS	936,500	0	For
Waddell & Reed	861,944	0	For
TIAA	805,882	0	For
NEW ECONOMY FUND	764,198	0	For
Columbia Threadneedle	618,018	0	For
PRIMECAP Odyssey Funds	562,401	0	For
Thrivent	523,807	0	For
Principal	518,161	0	For
MASTER INVESTMENT PORTFOLIO	390,402	0	For
WisdomTree	340,555	0	For
T. Rowe Price	318,479	0	For
Jackson National	304,338	0	For
Victory Capital	293,144	0	For
American Century	283,889	0	For

Showing the 25 largest of 160 asset managers. See all 160 in the interactive database.

6. Election of Directors: Daniela O'Leary-Gill

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 6 wordings of this item as funds reported it.

99.2% Majority: yes · of votes cast

FOR 99.2%

FOR: 195,871,558AGAINST: 1,524,655

DISCOVER FINANCIAL SERVICES’s own tally for this item (“Elect Director: Daniela O'Leary-Gill”): 195,871,558 for, 1,524,655 against, per its Form 8-K filed 2024-05-10 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

The 160 asset managers below cast 99.8% of the shares they voted on this item FOR (93,580,316 for, 124,534 against).

FOR 99.8%

FOR: 93,580,316 (99.8%)AGAINST: 124,534 (0.1%)ABSTAIN: 24,867 (0.0%)

Largest asset managers voting on “Election of Directors: Daniela O'Leary-Gill” at DISCOVER FINANCIAL SERVICES, 2023-2024
Asset manager	For	Vote
Vanguard	31,816,645	For
Capital Group	17,651,235	For
Fidelity	9,813,447	For
BlackRock	6,758,119	For
Dimensional	2,925,317	For
State Street	2,320,095	For
First Trust	2,166,430	For
John Hancock	2,124,912	For
Invesco	1,971,408	For
Charles Schwab	1,662,329	For
JPMorgan	1,165,394	For
MFS	936,500	For
Waddell & Reed	861,944	For
TIAA	805,882	For
NEW ECONOMY FUND	764,198	For
Columbia Threadneedle	618,018	For
PRIMECAP Odyssey Funds	562,401	For
Thrivent	523,807	For
Principal	518,161	For
MASTER INVESTMENT PORTFOLIO	390,402	For
WisdomTree	340,555	For
T. Rowe Price	318,479	For
Jackson National	304,338	For
Victory Capital	293,144	For
American Century	283,889	For

Showing the 25 largest of 160 asset managers. See all 160 in the interactive database.

7. Election of Directors: John B. Owen

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 5 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%

FOR: 194,989,642AGAINST: 2,389,351

DISCOVER FINANCIAL SERVICES’s own tally for this item (“Elect Director: John B. Owen”): 194,989,642 for, 2,389,351 against, per its Form 8-K filed 2024-05-10 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

The 160 asset managers below cast 99.8% of the shares they voted on this item FOR (93,564,700 for, 140,150 against).

FOR 99.8%

FOR: 93,564,700 (99.8%)AGAINST: 140,150 (0.1%)ABSTAIN: 24,867 (0.0%)

Largest asset managers voting on “Election of Directors: John B. Owen” at DISCOVER FINANCIAL SERVICES, 2023-2024
Asset manager	For	Vote
Vanguard	31,816,645	For
Capital Group	17,651,235	For
Fidelity	9,813,447	For
BlackRock	6,758,119	For
Dimensional	2,925,317	For
State Street	2,320,095	For
First Trust	2,166,430	For
John Hancock	2,124,912	For
Invesco	1,971,408	For
Charles Schwab	1,662,329	For
JPMorgan	1,165,394	For
MFS	936,500	For
Waddell & Reed	861,944	For
TIAA	805,882	For
NEW ECONOMY FUND	764,198	For
Columbia Threadneedle	618,018	For
PRIMECAP Odyssey Funds	562,401	For
Thrivent	523,807	For
Principal	518,161	For
MASTER INVESTMENT PORTFOLIO	390,402	For
WisdomTree	340,555	For
T. Rowe Price	318,479	For
Jackson National	304,338	For
Victory Capital	293,144	For
American Century	283,889	For

Showing the 25 largest of 160 asset managers. See all 160 in the interactive database.

8. Election of Directors: David L. Rawlinson II

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 7 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 192,283,372AGAINST: 4,135,860

DISCOVER FINANCIAL SERVICES’s own tally for this item (“Elect Director: David L. Rawlinson II”): 192,283,372 for, 4,135,860 against, per its Form 8-K filed 2024-05-10 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

The 160 asset managers below cast 99.8% of the shares they voted on this item FOR (93,556,452 for, 148,397 against).

FOR 99.8%

FOR: 93,556,452 (99.8%)AGAINST: 148,397 (0.2%)ABSTAIN: 24,867 (0.0%)

Largest asset managers voting on “Election of Directors: David L. Rawlinson II” at DISCOVER FINANCIAL SERVICES, 2023-2024
Asset manager	For	Vote
Vanguard	31,816,645	For
Capital Group	17,651,235	For
Fidelity	9,813,447	For
BlackRock	6,758,119	For
Dimensional	2,925,317	For
State Street	2,320,095	For
First Trust	2,166,430	For
John Hancock	2,124,912	For
Invesco	1,971,408	For
Charles Schwab	1,662,329	For
JPMorgan	1,165,394	For
MFS	936,500	For
Waddell & Reed	861,944	For
TIAA	805,882	For
NEW ECONOMY FUND	764,198	For
Columbia Threadneedle	618,018	For
PRIMECAP Odyssey Funds	562,401	For
Thrivent	523,807	For
Principal	518,161	For
MASTER INVESTMENT PORTFOLIO	390,402	For
WisdomTree	340,555	For
T. Rowe Price	318,479	For
Jackson National	304,338	For
Victory Capital	293,144	For
American Century	283,889	For

Showing the 25 largest of 160 asset managers. See all 160 in the interactive database.

9. Election of Directors: J. Michael Shepherd

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 5 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 193,075,611AGAINST: 4,296,147

DISCOVER FINANCIAL SERVICES’s own tally for this item (“Elect Director: J. Michael Shepherd”): 193,075,611 for, 4,296,147 against, per its Form 8-K filed 2024-05-10 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

The 160 asset managers below cast 99.2% of the shares they voted on this item FOR (92,962,881 for, 741,968 against).

FOR 99.1%

FOR: 92,962,881 (99.2%)AGAINST: 741,968 (0.8%)ABSTAIN: 24,867 (0.0%)

Largest asset managers voting on “Election of Directors: J. Michael Shepherd” at DISCOVER FINANCIAL SERVICES, 2023-2024
Asset manager	For	Against	Vote
Vanguard	31,816,645	0	For
Capital Group	17,651,235	0	For
Fidelity	9,718,219	95,228	For
BlackRock	6,758,119	0	For
Dimensional	2,925,317	0	For
State Street	2,320,025	70	For
First Trust	2,166,430	0	For
John Hancock	2,124,912	0	For
Invesco	1,971,408	0	For
Charles Schwab	1,662,329	0	For
JPMorgan	1,165,394	0	For
MFS	936,500	0	For
Waddell & Reed	861,944	0	For
TIAA	805,882	0	For
NEW ECONOMY FUND	764,198	0	For
Columbia Threadneedle	618,018	0	For
PRIMECAP Odyssey Funds	562,401	0	For
Thrivent	523,807	0	For
Principal	518,161	0	For
MASTER INVESTMENT PORTFOLIO	390,402	0	For
WisdomTree	340,555	0	For
T. Rowe Price	0	318,479	Against
Jackson National	303,838	500	For
Victory Capital	293,144	0	For
American Century	283,889	0	For

Showing the 25 largest of 160 asset managers. See all 160 in the interactive database.

10. Election of Directors: Beverley A. Sibblies

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 7 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%

FOR: 194,881,100AGAINST: 2,506,804

DISCOVER FINANCIAL SERVICES’s own tally for this item (“Elect Director: Beverley A. Sibblies”): 194,881,100 for, 2,506,804 against, per its Form 8-K filed 2024-05-10 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

The 160 asset managers below cast 99.8% of the shares they voted on this item FOR (93,568,282 for, 136,568 against).

FOR 99.8%

FOR: 93,568,282 (99.8%)AGAINST: 136,568 (0.1%)ABSTAIN: 24,867 (0.0%)

Largest asset managers voting on “Election of Directors: Beverley A. Sibblies” at DISCOVER FINANCIAL SERVICES, 2023-2024
Asset manager	For	Vote
Vanguard	31,816,645	For
Capital Group	17,651,235	For
Fidelity	9,813,447	For
BlackRock	6,758,119	For
Dimensional	2,925,317	For
State Street	2,320,095	For
First Trust	2,166,430	For
John Hancock	2,124,912	For
Invesco	1,971,408	For
Charles Schwab	1,662,329	For
JPMorgan	1,165,394	For
MFS	936,500	For
Waddell & Reed	861,944	For
TIAA	805,882	For
NEW ECONOMY FUND	764,198	For
Columbia Threadneedle	618,018	For
PRIMECAP Odyssey Funds	562,401	For
Thrivent	523,807	For
Principal	518,161	For
MASTER INVESTMENT PORTFOLIO	390,402	For
WisdomTree	340,555	For
T. Rowe Price	318,479	For
Jackson National	304,338	For
Victory Capital	293,144	For
American Century	283,889	For

Showing the 25 largest of 160 asset managers. See all 160 in the interactive database.

11. Election of Directors: Jennifer L. Wong

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 6 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 194,377,770AGAINST: 3,014,890

DISCOVER FINANCIAL SERVICES’s own tally for this item (“Elect Director: Jennifer L. Wong”): 194,377,770 for, 3,014,890 against, per its Form 8-K filed 2024-05-10 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

The 160 asset managers below cast 99.8% of the shares they voted on this item FOR (93,568,138 for, 136,712 against).

FOR 99.8%

FOR: 93,568,138 (99.8%)AGAINST: 136,712 (0.1%)ABSTAIN: 24,867 (0.0%)

Largest asset managers voting on “Election of Directors: Jennifer L. Wong” at DISCOVER FINANCIAL SERVICES, 2023-2024
Asset manager	For	Vote
Vanguard	31,816,645	For
Capital Group	17,651,235	For
Fidelity	9,813,447	For
BlackRock	6,758,119	For
Dimensional	2,925,317	For
State Street	2,320,095	For
First Trust	2,166,430	For
John Hancock	2,124,912	For
Invesco	1,971,408	For
Charles Schwab	1,662,329	For
JPMorgan	1,165,394	For
MFS	936,500	For
Waddell & Reed	861,944	For
TIAA	805,882	For
NEW ECONOMY FUND	764,198	For
Columbia Threadneedle	618,018	For
PRIMECAP Odyssey Funds	562,401	For
Thrivent	523,807	For
Principal	518,161	For
MASTER INVESTMENT PORTFOLIO	390,402	For
WisdomTree	340,555	For
T. Rowe Price	318,479	For
Jackson National	304,338	For
Victory Capital	293,144	For
American Century	283,889	For

Showing the 25 largest of 160 asset managers. See all 160 in the interactive database.

12. To ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm:

AUDIT-RELATEDMajority of the votes cast: yes

Combines 10 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%

FOR: 217,049,748AGAINST: 3,212,298

DISCOVER FINANCIAL SERVICES’s own tally for this item (“Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm”): 217,049,748 for, 3,212,298 against, per its Form 8-K filed 2024-05-10 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

The 158 asset managers below cast 99.6% of the shares they voted on this item FOR (93,357,023 for, 334,696 against).

FOR 99.6%

FOR: 93,357,023 (99.6%)AGAINST: 334,696 (0.4%)ABSTAIN: 21,727 (0.0%)

Largest asset managers voting on “To ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting f” at DISCOVER FINANCIAL SERVICES, 2023-2024
Asset manager	For	Against	Vote
Vanguard	31,816,645	0	For
Capital Group	17,651,235	0	For
Fidelity	9,813,447	0	For
BlackRock	6,758,119	0	For
Dimensional	2,925,317	0	For
State Street	2,320,025	70	For
First Trust	2,166,430	0	For
John Hancock	2,124,912	0	For
Invesco	1,971,408	0	For
Charles Schwab	1,662,329	0	For
JPMorgan	1,165,394	0	For
MFS	936,500	0	For
Waddell & Reed	861,944	0	For
TIAA	805,882	0	For
NEW ECONOMY FUND	764,198	0	For
Columbia Threadneedle	618,018	0	For
PRIMECAP Odyssey Funds	562,401	0	For
Thrivent	523,807	0	For
Principal	518,161	0	For
MASTER INVESTMENT PORTFOLIO	390,402	0	For
WisdomTree	340,555	0	For
T. Rowe Price	318,479	0	For
Jackson National	304,338	0	For
Victory Capital	293,144	0	For
American Century	283,889	0	For

Showing the 25 largest of 158 asset managers. See all 158 in the interactive database.

13. Election of Director: Michael G. Rhodes

DIRECTOR ELECTIONSDIRECTOR ELECTIONSDIRECTOR ELECTIONSDIRECTOR ELECTIONS

Combines 4 wordings of this item as funds reported it.

87% fund support · no official result

9%ABSTAIN 90%

The 71 asset managers below cast 87% of the shares they voted on this item FOR (840,953 for, 125,916 against).

FOR: 840,953 (8.9%)AGAINST: 125,916 (1.3%)ABSTAIN: 8,480,916 (89.8%)

Largest asset managers voting on “Election of Director: Michael G. Rhodes” at DISCOVER FINANCIAL SERVICES, 2023-2024
Asset manager	For	Against	Abstain	Vote
John Hancock	0	0	2,124,912	Abstain
Charles Schwab	0	0	1,662,329	Abstain
Vanguard	0	0	1,333,436	Abstain
JPMorgan	0	0	1,165,394	Abstain
PRIMECAP Odyssey Funds	0	0	562,401	Abstain
Jackson National	5,602	0	298,736	Abstain
SEI	0	0	277,713	Abstain
Bridge Builder Trust	0	0	223,428	Abstain
Gateway Trust	0	0	178,092	Abstain
Amplify ETF Trust	149,142	0	0	For
Calamos	126,971	0	0	For
Putnam	0	120,951	0	Against
TOUCHSTONE FUNDS GROUP TRUST	0	0	98,357	Abstain
Fidelity	0	0	92,100	Abstain
Neuberger Berman	0	0	92,098	Abstain
STERLING CAPITAL FUNDS	89,062	0	0	For
Cambria ETF Trust	82,780	0	0	For
Prudential/PGIM	81,009	0	0	For
MERGER FUND	68,938	0	0	For
Russell Investments	61,580	0	0	For
ADVISORS' INNER CIRCLE FUND	0	0	47,600	Abstain
Lincoln Financial	0	0	45,337	Abstain
TRUST FOR PROFESSIONAL MANAGERS	5,361	0	35,218	Abstain
VanEck ETF Trust	0	0	36,923	Abstain
ADVISORS SERIES TRUST	0	0	36,296	Abstain

Showing the 25 largest of 71 asset managers. See all 71 in the interactive database.

14. Nominee Withdrawn

DIRECTOR ELECTIONS

Combines 2 wordings of this item as funds reported it.

— fund support · no official result

ABSTAIN 32%NOT VOTED 45.4%UNKNOWN 23%

No shares were cast for or against this item by the managers below — every disclosed position was an abstention or was not voted.

ABSTAIN: 21,645 (32.1%)NOT VOTED: 30,609 (45.4%)UNKNOWN: 15,205 (22.5%)WITHDRAWN ITEM: 5 (0.0%)

Largest asset managers voting on “Nominee Withdrawn” at DISCOVER FINANCIAL SERVICES, 2023-2024
Asset manager	Abstain	Vote
Lincoln Financial	0	Not Voted
Catholic Responsible Investments Funds	21,645	Abstain
SA FUNDS INVESTMENT TRUST	0	Unknown
Humankind Benefit Corp	0	Unknown
NORTHERN LIGHTS FUND TRUST III	0	Unknown
Keel Point, LLC	0	Not Voted
Institutional Investment Strategy Fund	0	Withdrawn Item

15. Elect Director Michael G. Rhodes Withdrawn Resolution

DIRECTOR ELECTIONS

100% fund support · no official result

13%N/A 76%10%

The 5 asset managers below cast 100% of the shares they voted on this item FOR (298 for, 0 against).

FOR: 298 (0.8%)ABSTAIN: 4,714 (12.7%)N/A: 28,334 (76.1%)NOT VOTED: 3,885 (10.4%)

Largest asset managers voting on “Elect Director Michael G. Rhodes *Withdrawn Resolution*” at DISCOVER FINANCIAL SERVICES, 2023-2024
Asset manager	For	Abstain	Vote
Empower	0	0	N/A
Symmetry Panoramic Trust	0	4,714	Abstain
Brighthouse	0	0	Not Voted
Milliman Variable Insurance Trust	286	0	For
Warren Street Wealth Advisors, LLC	12	0	For

16. Ratify Deloitte & Touche LLP as Auditors

AUDIT-RELATED

100% fund support · no official result

FOR 92%8%

The 5 asset managers below cast 100% of the shares they voted on this item FOR (34,054 for, 0 against).

FOR: 34,054 (91.6%)ABSTAIN: 3,140 (8.4%)

Largest asset managers voting on “Ratify Deloitte & Touche LLP as Auditors” at DISCOVER FINANCIAL SERVICES, 2023-2024
Asset manager	For	Abstain	Vote
Empower	28,334	0	For
Symmetry Panoramic Trust	1,574	3,140	Abstain
Brighthouse	3,885	0	For
Milliman Variable Insurance Trust	249	0	For
Warren Street Wealth Advisors, LLC	12	0	For

17. Remuneration Policy & Implementation

SECTION 14A SAY-ON-PAY VOTESOTHER

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (3,700 for, 0 against).

FOR: 3,700 (100.0%)

Largest asset managers voting on “Remuneration Policy & Implementation” at DISCOVER FINANCIAL SERVICES, 2023-2024
Asset manager	For	Against	Abstain	Withheld	Vote
M FUND INC	3,700	0	0	0	For
BARINGS LLC	0	0	0	0	--

Largest DISCOVER FINANCIAL SERVICES shareholders voting in 2023-2024

Ranked by the number of DISCOVER FINANCIAL SERVICES shares each manager voted on the most widely held ballot item of the 2023-2024 meeting.

Top DISCOVER FINANCIAL SERVICES shareholders by shares voted, 2023-2024
#	Asset manager	Shares voted
1	AQR Arbitrage LLC	4,941,000,000
2	Curi RMB Capital, LLC	4,427,000,000
3	IndexIQ Advisors LLC	2,607,000,000
4	Capital Group	35,994,388
5	OAK RIDGE INVESTMENTS LLC	35,000,000
6	Vanguard	32,943,755
7	Fidelity	14,966,791
8	BlackRock	14,821,154
9	New York Life	11,128,329
10	GEODE CAPITAL MANAGEMENT, LLC	5,953,392

Shown as share counts, not percentages: no shares-outstanding figure has been matched to DISCOVER FINANCIAL SERVICES for the 2023-2024 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 investment companies and institutional managers disclose how they voted every proxy, 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 02 October 2026; a live search always shows the current data.

At DISCOVER FINANCIAL SERVICES's shareholder meeting held 2024-05-09, in the 2023-2024 proxy season, 937 asset managers reported how they voted in their SEC Form N-PX filings, covering 10,558 separate fund positions. Their filings are grouped here into 17 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. On the most widely held item on that ballot — Advisory Vote to Approve Named Executive Officer Compensation — FOR was 92% of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side), which is more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: DISCOVER FINANCIAL SERVICES's Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on 2024-05-10.

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

DISCOVER FINANCIAL SERVICES 2023-2024 Proxy Voting Records

Official 2023-2024 meeting results reported by DISCOVER FINANCIAL SERVICES

How asset managers voted at the DISCOVER FINANCIAL SERVICES 2023-2024 meeting

1. Advisory Vote to Approve Named Executive Officer Compensation

2. Election of Directors: Candace H. Duncan

3. Election of Directors: Joseph F. Eazor

4. Election of Directors: Kathy L. Lonowski

5. Election of Directors: Thomas G. Maheras

6. Election of Directors: Daniela O'Leary-Gill

7. Election of Directors: John B. Owen

8. Election of Directors: David L. Rawlinson II

9. Election of Directors: J. Michael Shepherd

10. Election of Directors: Beverley A. Sibblies

11. Election of Directors: Jennifer L. Wong

12. To ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm:

13. Election of Director: Michael G. Rhodes

14. Nominee Withdrawn

15. Elect Director Michael G. Rhodes *Withdrawn Resolution*

16. Ratify Deloitte & Touche LLP as Auditors

17. Remuneration Policy & Implementation

Largest DISCOVER FINANCIAL SERVICES shareholders voting in 2023-2024

About this page

15. Elect Director Michael G. Rhodes Withdrawn Resolution