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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 2025-02-18 (Item 5.07 on EDGAR). Page generated 04 October 2026.

11Reported items
926Asset managers
3,386Fund votes
2025-02-18Meeting date

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 2025-02-18 (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 2025-02-18
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Outcome
Merger Proposal	205,145,007	1,172,261	237,323	--	--	Passed
Compensation Proposal	194,002,801	11,955,526	596,265	--	--	Passed
Adjournment Proposal	195,363,703	10,777,525	413,363	--	--	Passed

Source: DISCOVER FINANCIAL SERVICES, Form 8-K, filed with the SEC on 2025-02-18 — read the filing on EDGAR.

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

Each item below shows how the 926 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. 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.

SECTION 14A SAY-ON-PAY VOTES

Meeting held 2025-02-18.

Combines 10 wordings of this item as funds reported it.

96% fund support · no official result

FOR 96%

The 863 asset managers below cast 96% of the shares they voted on this item FOR (206,446,784 for, 8,975,694 against).

FOR: 206,446,784 (95.8%)AGAINST: 8,975,694 (4.2%)ABSTAIN: 43,653 (0.0%)NOT VOTED: 17,113 (0.0%)

Largest 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 manager	For	Against	Vote
Capital Group	42,615,977	0	For
Vanguard	31,901,017	0	For
Fidelity	17,357,741	0	For
BlackRock	17,270,133	0	For
State Street	9,181,863	0	For
GEODE CAPITAL MANAGEMENT, LLC	6,210,726	0	For
Invesco	5,390,139	0	For
FARALLON CAPITAL MANAGEMENT LLC	4,260,000	0	For
Boston Partners	3,913,103	0	For
Charles Schwab	3,449,661	0	For
John Hancock	3,101,704	0	For
Dimensional	2,850,957	0	For
Brave Warrior Advisors, LLC	2,538,122	0	For
Northern Trust	2,415,874	0	For
UBS	965,022	1,348,494	Against
WELLS FARGO BANK N A	1,807,055	0	For
Sessa Capital IM, L.P.	1,776,132	0	For
First Trust	1,698,421	0	For
Nuveen	42,544	1,476,210	Against
ARROWSTREET CAPITAL, LIMITED PARTNERSHIP	1,509,922	0	For
EAGLE CAPITAL MANAGEMENT LLC	1,206,976	0	For
PARAMETRIC PORTFOLIO ASSOCIATES LLC	1,201,732	0	For
T. Rowe Price	0	1,186,292	Against
MELLON INVESTMENTS Corp	1,179,650	0	For
Thrivent	1,141,797	0	For

Showing the 25 largest of 863 asset managers. See all 863 in the interactive database.

2. 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.

CORPORATE GOVERNANCE

Meeting held 2025-02-18.

Combines 3 wordings of this item as funds reported it.

94% fund support · no official result

FOR 94%

The 150 asset managers below cast 94% of the shares they voted on this item FOR (87,737,410 for, 5,798,520 against).

FOR: 87,737,410 (93.8%)AGAINST: 5,798,520 (6.2%)ABSTAIN: 7,481 (0.0%)

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 manager	For	Against	Vote
Vanguard	30,304,854	0	For
Capital Group	21,111,983	0	For
Fidelity	5,465,942	5,344,126	For
BlackRock	7,949,181	0	For
State Street	2,576,106	0	For
John Hancock	2,570,876	0	For
Invesco	2,569,785	0	For
Dimensional	2,352,867	0	For
Charles Schwab	1,712,504	0	For
First Trust	1,682,148	0	For
TIAA	1,078,830	0	For
MFS	729,697	0	For
Thrivent	559,808	0	For
Columbia Threadneedle	482,027	0	For
MASTER INVESTMENT PORTFOLIO	394,789	0	For
JPMorgan	355,641	0	For
Equitable	341,828	0	For
Jackson National	333,771	0	For
T. Rowe Price	0	333,468	Against
Neuberger Berman	253,892	0	For
PRIMECAP Odyssey Funds	218,063	0	For
Bridge Builder Trust	217,118	0	For
Six Circles Trust	214,957	0	For
NEW ECONOMY FUND	190,868	0	For
Gateway Trust	169,337	0	For

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

3. 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,

CAPITAL STRUCTURE

Meeting held 2025-02-18.

Combines 4 wordings of this item as funds reported it.

100% fund support · no official result

FOR 99.9%

The 149 asset managers below cast 100% of the shares they voted on this item FOR (93,566,472 for, 0 against).

FOR: 93,566,472 (100.0%)ABSTAIN: 636 (0.0%)

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 manager	For	Vote
Vanguard	30,304,854	For
Capital Group	21,111,983	For
Fidelity	10,810,068	For
BlackRock	7,949,181	For
State Street	2,576,106	For
John Hancock	2,570,876	For
Invesco	2,569,785	For
Dimensional	2,352,867	For
Charles Schwab	1,712,504	For
First Trust	1,682,148	For
TIAA	1,078,830	For
MFS	729,697	For
Thrivent	559,808	For
Columbia Threadneedle	482,027	For
MASTER INVESTMENT PORTFOLIO	394,789	For
JPMorgan	355,641	For
Equitable	341,828	For
Jackson National	333,771	For
T. Rowe Price	333,468	For
Neuberger Berman	253,892	For
PRIMECAP Odyssey Funds	218,063	For
Bridge Builder Trust	217,118	For
Six Circles Trust	214,957	For
NEW ECONOMY FUND	190,868	For
Gateway Trust	169,337	For

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

4. Advisory Vote on Golden Parachutes

SECTION 14A SAY-ON-PAY VOTES

Meeting held 2025-02-18.

Combines 2 wordings of this item as funds reported it.

86% fund support · no official result

FOR 86%14%

The 22 asset managers below cast 86% of the shares they voted on this item FOR (4,074,987 for, 654,377 against).

FOR: 4,074,987 (86.2%)AGAINST: 654,377 (13.8%)

Largest asset managers voting on “Advisory Vote on Golden Parachutes” at DISCOVER FINANCIAL SERVICES, 2024-2025
Asset manager	For	Against	Vote
JPMorgan	1,639,687	0	For
Taconic Capital Advisors LP	1,107,550	0	For
APG Asset Management US Inc.	0	654,377	Against
ADAGE CAPITAL PARTNERS GP, L.L.C.	515,784	0	For
Rokos Capital Management LLP	511,807	0	For
TD ASSET MANAGEMENT INC	103,065	0	For
Cardano Risk Management B.V.	88,513	0	For
Empower	33,870	0	For
GuideStone	24,355	0	For
Vinva Investment Management Ltd	12,117	0	For
iA Global Asset Management Inc.	10,039	0	For
HC CAPITAL TRUST	6,409	0	For
FAYEZ SAROFIM & CO	6,327	0	For
OSSIAM	4,043	0	For
TD Waterhouse Canada Inc.	3,682	0	For
Regime de rentes du Mouvement Desjardins	2,470	0	For
Empirical Financial Services, LLC d.b.a. Empirical Wealth Ma	2,256	0	For
CLEARWATER INVESTMENT TRUST	2,100	0	For
Convergence Investment Partners, LLC	443	0	For
NORTHERN LIGHTS FUND TRUST III	286	0	For
Colony Family Offices, LLC	96	0	For
SIERRA SUMMIT ADVISORS LLC	88	0	For

5. 14A Executive Compensation

SECTION 14A SAY-ON-PAY VOTES

Meeting held 2025-02-18.

99.8% fund support · no official result

FOR 85%11%

The 13 asset managers below cast 99.8% of the shares they voted on this item FOR (36,277 for, 55 against).

FOR: 36,277 (85.1%)AGAINST: 55 (0.1%)ABSTAIN: 4,863 (11.4%)NOT VOTED: 1,450 (3.4%)

Largest asset managers voting on “14A Executive Compensation” at DISCOVER FINANCIAL SERVICES, 2024-2025
Asset manager	For	Against	Abstain	Vote
OLD SECOND NATIONAL BANK OF AURORA	18,885	0	0	For
River Street Advisors LLC	9,009	0	0	For
IMA Advisory Services, Inc.	5,130	0	0	For
DeepCurrents Investment Group LLC	0	0	4,863	Abstain
Inlet Private Wealth, LLC	2,009	0	0	For
LEAVELL INVESTMENT MANAGEMENT, INC.	0	0	0	Not Voted
Claret Asset Management Corp	493	0	0	For
Focus Partners Wealth	357	55	0	For
Wallington Asset Management, LLC	222	0	0	For
EAGLE GLOBAL ADVISORS LLC	75	0	0	For
VOISARD ASSET MANAGEMENT GROUP, INC.	64	0	0	For
Baker Avenue Asset Management, LP	33	0	0	For
ESL Trust Services, LLC	0	0	0	--

6. Approve Merger Agreement

OTHER

Meeting held 2025-02-18.

100% fund support · no official result

FOR 100%

The 7 asset managers below cast 100% of the shares they voted on this item FOR (67,084 for, 0 against).

FOR: 67,084 (100.0%)

Largest asset managers voting on “Approve Merger Agreement” at DISCOVER FINANCIAL SERVICES, 2024-2025
Asset manager	For	Vote
Empower	33,870	For
GuideStone	24,355	For
HC CAPITAL TRUST	6,409	For
CLEARWATER INVESTMENT TRUST	2,100	For
NORTHERN LIGHTS FUND TRUST III	286	For
VOISARD ASSET MANAGEMENT GROUP, INC.	64	For
ESL Trust Services, LLC	0	--

7. Adjourn Meeting

CORPORATE GOVERNANCE

Meeting held 2025-02-18.

100% fund support · no official result

FOR 100%

The 5 asset managers below cast 100% of the shares they voted on this item FOR (67,020 for, 0 against).

FOR: 67,020 (100.0%)

Largest asset managers voting on “Adjourn Meeting” at DISCOVER FINANCIAL SERVICES, 2024-2025
Asset manager	For	Vote
Empower	33,870	For
GuideStone	24,355	For
HC CAPITAL TRUST	6,409	For
CLEARWATER INVESTMENT TRUST	2,100	For
NORTHERN LIGHTS FUND TRUST III	286	For

8. Advisory vote to approve named executive officer compensation

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

Meeting held 2024-05-09 (outside the 2024-2025 season's 1 July to 30 June window; reported in this season's filings).

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 5 asset managers below cast 95% of the shares they voted on this item FOR (65,080 for, 3,120 against).

FOR 95%

FOR: 65,080 (95.4%)AGAINST: 3,120 (4.6%)

Largest asset managers voting on “Advisory vote to approve named executive officer compensation” at DISCOVER FINANCIAL SERVICES, 2024-2025
Asset manager	For	Against	Vote
VAUGHAN DAVID INVESTMENTS LLC/IL	37,356	0	For
Seascape Capital Management	26,918	0	For
COLDSTREAM CAPITAL MANAGEMENT INC	0	3,120	Against
Americana Partners, LLC	806	0	For
Echo45 Advisors LLC	0	0	--

9. Approve Motion to Adjourn Meeting

OTHER

Meeting held 2025-02-18.

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (64 for, 0 against).

FOR: 64 (100.0%)

Largest asset managers voting on “Approve Motion to Adjourn Meeting” at DISCOVER FINANCIAL SERVICES, 2024-2025
Asset manager	For	Against	Abstain	Withheld	Vote
VOISARD ASSET MANAGEMENT GROUP, INC.	64	0	0	0	For
ESL Trust Services, LLC	0	0	0	0	--

10. 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&QUOT), BY AND AMONG DISCOVER FINANCIAL SERVICES (&QUOTDISCOVER&QUOT), CAPITAL ONE FINANCIAL CORPORATION (&QUOTCAPITAL ONE&QUOT) AND VEGA MERGER SUB, INC. (&QUOTMERGER SUB&QUOT), PURSUANT TO WHICH MERGER SUB WILL MERGE WITH AND INTO DISCOVER, WITH DISCOVER AS THE

EXTRAORDINARY TRANSACTIONS

Meeting held 2025-02-18.

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (15,870 for, 0 against).

FOR: 15,870 (100.0%)

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 manager	For	Against	Abstain	Withheld	Vote
Advisors' Inner Circle Fund III	15,865	0	0	0	For
Cambridge Financial Group, Inc.	5	0	0	0	For

11. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

SECTION 14A SAY-ON-PAY VOTES

Meeting held 2025-02-18.

Combines 2 wordings of this item as funds reported it.

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (1,591 for, 0 against).

FOR: 1,591 (100.0%)

Largest asset managers voting on “ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION” at DISCOVER FINANCIAL SERVICES, 2024-2025
Asset manager	For	Against	Abstain	Withheld	Vote
Parisi Gray Wealth Management	1,164	0	0	0	For
NTV ASSET MANAGEMENT LLC	427	0	0	0	For

Largest DISCOVER FINANCIAL SERVICES shareholders voting in 2024-2025

Ranked by the number of DISCOVER FINANCIAL SERVICES shares each manager voted on the most widely held ballot item of the 2024-2025 meeting.

Top DISCOVER FINANCIAL SERVICES shareholders by shares voted, 2024-2025
#	Asset manager	Shares voted
1	Capital Group	42,615,977
2	Vanguard	31,901,017
3	Fidelity	17,357,741
4	BlackRock	17,270,133
5	State Street	9,181,863
6	GEODE CAPITAL MANAGEMENT, LLC	6,210,726
7	Invesco	5,390,139
8	FARALLON CAPITAL MANAGEMENT LLC	4,260,000
9	Boston Partners	3,913,103
10	Charles Schwab	3,455,044

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 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 04 October 2026; a live search always shows the current data.

At DISCOVER FINANCIAL SERVICES's shareholder meeting held 2025-02-18, in the 2024-2025 proxy season, 926 asset managers reported how they voted in their SEC Form N-PX filings, covering 3,386 separate fund positions. Their filings are grouped here into 11 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 cast 96% of the shares they voted in favour (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). That is the aggregate of those managers' own N-PX disclosures, not the company's certified result, and the funds are a subset of all shareholders.

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