Hello, and welcome to the 2021 Annual Meeting of Shareholders of Discover Financial Services. Please note this meeting is being recorded. It is now my pleasure to turn today's meeting over to Mr. Thomas Maheras, Chairman of the Board for Discover Financial Services. Mr. Maheras, the floor is yours. Good morning, and welcome everyone. I would like to call the 2021 Annual Shareholders Meeting of Discover Financial Services to order. I'm Tom Maheras, Chairman of the Board, and I'll be serving as chair of this meeting. Thank you for being with us today. This year, we are once again holding our annual meeting virtually in light of the ongoing public health impact of the COVID-19 pandemic. The health and safety of our shareholders, directors, employees, and guests is extremely important to us, and we value your attendance at this meeting. I would like to thank our shareholders for your continued support during this most unprecedented year. I would also like to express my gratitude to Discover's management team and employees, who have all risen to the challenges of this difficult year and worked tirelessly to fulfill the company's mission of helping people achieve a brighter financial future. I will turn it over to our Corporate Secretary, Christopher Greene, who will be serving as secretary for this meeting. Thank you, Tom. Today's virtual meeting is a live audio webcast. We believe in engaging with our shareholders. We hope that this virtual meeting will maximize the participation of shareholders regardless of their location. This technology also enables us to reach a larger audience while containing our costs and complying with current CDC guidelines. Thank you very much to those who are participating in our virtual meeting online today. I'd like to introduce members of senior management who are participating in today's meeting. Roger Hochschild, Director and Chief Executive Officer and President. Wanji Walcott, Chief Legal Officer and General Counsel. John Greene, our Chief Financial Officer, and Eric Wasserstrom, Vice President, Investor Relations. A representative from Deloitte & Touche, our independent registered public accounting firm, is also present today and will be available to answer appropriate questions during the question and answer session. In addition to Roger and Tom, the board members in attendance are Jeffrey Aronin, Chairman and CEO of Paragon Pharmaceutical Capital and Paragon Biosciences. Mary Bush, Chairman of Bush International and former Managing Director of the Federal Housing Finance Board. Mary is Chair of the Nominating Governance Committee. Greg Case, CEO of Aon plc. Greg is Chair of the Compensation and Leadership Development Committee. Candace Duncan, retired Managing Partner at KPMG. Joseph Eazor, President and Chief Executive Officer of ERT. Cynthia Glassman, former Under Secretary for Economic Affairs at the U.S. Department of Commerce and former Commissioner at the U.S. Securities and Exchange Commission. Cynthia is Chair of the Audit Committee. Michael Moskow, retired President and CEO of the Federal Reserve Bank of Chicago. Michael is Chair of the Risk Oversight Committee. David Rawlinson, former Chief Executive Officer of NielsenIQ. Mark Graf, Managing Partner of Asset Blue Investment Group, and Jennifer Wong, Chief Operating Officer of Reddit, Inc. I will now call your attention to the rules of conduct set forth for this meeting. These were made available to each shareholder on the meeting website. The agenda for today's meeting can also be found on the meeting website. We'll consider the proposals that you are voting on. Following the presentation of proposals, Roger will provide a brief update on the company. We'll present the preliminary report of the Inspector of Elections and conclude the formal part of the meeting. At that point, we will hold a question and answer session. You may submit questions online by clicking on the message icon in the upper right corner of the meeting center screen. I will now report on the notice of the meeting and the proxies received. This meeting is being held pursuant to the notice of meeting. The notice of the meeting and the proxy materials were mailed by Computershare, the company's transfer agent, beginning on March 24th, 2021 to all shareholders of record as of March 8th, 2021. The meeting is being held pursuant to proper notice. The annual report and proxy statement are available on the Investor Relations page of our website, and a link is provided on the meeting website. Proxies representing more than 88% out of the 306 million 344,970 shares of the company's outstanding stock eligible to vote have been received. I declare that a quorum is present. The meeting is duly constituted and we may now proceed with the business of the meeting. The polls are open for voting and will close after the items have been presented. Computershare has been appointed as the Inspector of Elections for the meeting, and a representative from Computershare is in attendance today. Most shareholders have already voted by proxy, and your proxy votes have been tallied. If you've not voted or wish to change your vote, you may do so now by clicking on the Cast Your Vote link provided online. If you have previously voted by proxy and do not wish to change your vote, your vote will be cast as previously instructed and no further action is required. The first item of business to come before the meeting is the election of directors, and the following 12 individuals have been properly nominated by the board. Jeffrey Aronin, Mary Bush, Gregory Case, Candace Duncan, Joseph Eazor, Cynthia Glassman, Roger Hochschild, Thomas Maheras, Michael Moskow, David Rawlinson, Mark Graf, and Jennifer Wong. The board recommends a vote for each of the directors on the ballot. The second line of business to come before the meeting is the advisory vote to approve named executive officer compensation. This proposal is discussed in the company's proxy statement, and the board recommends approval of this proposal. The third item of business to come before the meeting is ratification of the appointment of the company's independent registered public accounting firm, Deloitte & Touche. This proposal is discussed in the company's proxy statement, and the board recommends approval of that proposal. That concludes the presentation of matters for shareholder consideration. The polls will remain open for a few more minutes. Now, I would like to ask Roger to talk to you about Discover and how we are working to deliver value to you, our shareholders. Roger. Thank you, Chris. I'd like to add my own welcome to our shareholders. It's a pleasure to be here with you today, and I'm happy to give you an update on our business. I want to remind you that today's presentation contains certain forward-looking statements about the company's future financial performance and business prospects, which are subject to risks and uncertainties and speak only as of today. Factors that could cause actual results to differ materially from these forward-looking statements are set forth in the company's Form 10-K for the year ended December 31st, 2020, and the 10-Q for the quarter ended March 31st, 2021, which are on file with the SEC. I'd like to begin with Discover's vision, mission, and values since they serve as the bedrock of our company. We're focused on being the leading digital bank and payments partner, helping people achieve a brighter financial future and living by our values. Having principles such as these to guide our actions during times of challenge is even more essential. That's been especially true as we face the COVID-19 pandemic over the past 14 months. I'd like to share some highlights of the great work from employees at all levels at Discover during this time of crisis. Last year, I talked about how in a matter of a few weeks, we moved the majority of our employees to work from home. As the pandemic caused call and messaging volumes to fluctuate, we leveraged automation to continue to deliver a superior customer experience. Throughout the year, we continued to adjust to a rapidly changing environment. Some key examples include offering expanded payment plans and waiving fees so customers could get fast access to their deposit funds and helping card members with disputes on travel cancellations. To manage credit risk, tightening underwriting, and pulling back on promotional rate offers, we took a disciplined approach to reduce operating expenses by $400 million across the company while continuing to invest in our people, technology, and analytics capabilities to position us for future growth. Through it all, we remained committed to launching new products to improve the customer experience, which I'll talk more about in just a few minutes. First, I want to share a few 2020 financial highlights. Despite unprecedented challenges, we performed very well last year. While total loans decreased 6% due largely to the credit actions we took and higher customer payment rates due to federal stimulus funding, this compared favorably to our major competitors, and we gained market share. Interest in contactless debit and the desire to avoid cash transactions increased dramatically in 2020. Our PULSE debit business experienced a 29% increase in e-commerce transactions, which helped boost our total network transaction volume over 2019 levels. Reflecting the impacts of a challenging economy, diluted earnings per share was $3.60, and return on equity was 11%. We maintained our dividend throughout the year and remain committed to returning capital to our shareholders in 2021. Now I'd like to talk a bit about the important work we did last year to launch new products, enhance our capabilities, and continue to expand on our digital banking model. I'll start with a few of our new capabilities. To enable tap-and-go payments in November 2019, we began sending contactless cards to our it and More card members. The card rollout accelerated in 2020 as we worked with more merchants to ensure contactless payments. To provide an easier e-commerce checkout experience, we launched Secure Remote Commerce for Click to Pay alongside competitors in 2020. This new industry standard provides an easier and safer way for customers to check out at participating online merchants. To integrate effective data and decision engineering, we formed the new data and analytics organization, bringing together several existing functions across the company and significantly advanced our capabilities. As we reduced expenses last year, we pulled back on our marketing spend, but we still maintained a strong presence, including launching the Eat It Forward campaign to provide financial support to Black-owned restaurants who were hard hit during the pandemic, as well as refreshing the look of our brand so it stands out in the marketplace. With the growth of online transactions during the pandemic, fraudsters tried to find new ways to commit crimes against consumers and merchants. As a result, we increased our efforts to detect fraud. Under our digital banking model, we continue to strengthen our offerings. In deposits, we improved our account opening experience and enhanced our ability to identify fraudulent applications by leveraging leading-edge technology. To make savings for retirement easier, we launched an IRA savings account. The new product combines IRA tax advantages with the flexibility of a savings account. These efforts, along with steady demand for consumer deposits, led to a 21% increase in average consumer deposits last year. In addition to many business activities in 2020, we enhanced our efforts to ensure a diverse, equitable, and inclusive workplace where everyone can succeed. We started by creating a DE&I office, naming a chief diversity officer, and forming a DE&I task force. We also set aggressive goals to ensure our business practices are more equitable and inclusive. Overall, we want to increase the representation of women leaders to 50% and minority leaders to 40% at all levels by 2025. To do that, we are embedded DE&I into talent management, so every step from recruiting to training, mentoring, and promotions is equitable. We're also reviewing policies and procedures to make sure they support the needs of a diverse workforce, and we're making sure that when we assess and select suppliers, that we are including minority and women-owned businesses. One of our DE&I pillars is to increase our external impact. This March, we announced that we will be opening a new 1,000-person customer care center on Chicago's South Side. We're turning a large, vacant building in the Chatham community into a state-of-the-art facility. We're hiring local talent and employing minority-owned businesses in the construction and are already becoming an active member of the Chatham community. Our focus on the customer, along with our continued investments in technology and emphasis on workplace quality, led to awards and recognition from third parties, including awards from Brand Keys and others for customer satisfaction and being a trusted financial company. According to an annual study by the independent research firm Brand Keys, Discover ranks highest in brand loyalty in the credit card category for 24 years in a row. We also continue to receive recognition for innovation in information technology and as a great place to work for IT professionals, as well as being named a Celent Model Bank Award winner for innovating like a fintech in the mortgage lending category. Finally, we were recognized for workplace quality in locations across the country, as well as for diversity in the workplace. Now, I'd like to focus on Discover's future. While COVID brought many challenges, our overall approach to growth remains largely intact. While many of our competitors are focused on closing branches or merging to take out costs, Discover has a great opportunity to grow organically. We will do so by continuing the legacy of innovation that has been the hallmark of Discover since we launched 35 years ago, by creating more awareness about all of our great products, by building a consistent, seamless digital experience, by expanding our global network presence, and by investing in new or enhanced capabilities. Let's take a look at what we'll be doing this year to help us reach our goals. To accelerate growth. As I mentioned, last year, we planned to make a significant investment to launch new marketing and a media strategy to drive consideration. When COVID hit and we tightened credit, it made sense to pull back on marketing. This year, we'll be investing more in marketing activities to grow our customer base. We'll also use data and analytics to provide a more personalized customer experience, and we'll improve the end-to-end application experience. Manage credit risk. Even small improvements in managing credit risk can drive significant financial benefits. We'll use advanced analytics and implement new, more effective collection strategies that will help build long-term customer loyalty. Drive efficiencies. We'll continue to use our expense discipline, reducing supplier spends, increasing customer self-service capabilities, and keeping corporate costs flat so we can continue our investments in growth. Strengthen our foundation. We have several major initiatives underway to simplify the way we work and increase our efficiency so we can reduce errors and rework, and we'll continue on that path. We'll also increase our use of automation. Grow our payments business. Payments plays an important role in working jointly with the card issuing team to drive our most profitable business. Secure Remote Commerce is part of this. The team did a tremendous job delivering in 2020. There will be more work this year in the U.S. and markets around the world. Our PULSE debit business is critical to delivering profits and payments, so we must sustain momentum there. We'll also continue to expand our global footprint and sales volume by growing international partnerships. Keeping all of these efforts in mind, let's take a look at our recent first quarter results. As more individuals are getting vaccinated, restrictions are easing. We have begun to see signs of the economy opening up. One indicator of improvement was the increase in U.S. retail sales in March. For the quarter, Discover saw an 11% increase in total sales volume from the prior year. While overall spending was up in all categories but travel, payment rates have remained high, reflecting the impact of federal relief programs. This resulted in a 7% decrease in total loans. Lower average loans and lower market rates led to decreased interest income. Combined with reduced late fees due to lower delinquencies and the impact of a one-time gain in 2020, our revenues for the quarter were down year-over-year. Our credit performance continues to remain strong due to our conservative credit management approach. On the payment side of the business, total network volume was up 16%, in part due to an increase in our debit network volume, which reflected elevated spending due to stimulus funds and higher average spend per transaction. The improved economic outlook, lower loan balances, and continued strong credit performance were the primary drivers of our decision to release nearly $900 million in loan loss reserves in the quarter. This move supported our strong earnings per share of $5.04, which was $5.29 higher than the same quarter last year. 2020 was a challenging year, but I'm confident that we're well positioned to manage through the remainder of this pandemic and continue on our path to growth. We have a loyal customer base, committed employees, and a strong financial foundation to build from as we look to deliver long-term value to our customers and shareholders. With that, I want to thank our employees for their hard work and dedication. I want to thank you, our shareholders, and our board of directors for your continued confidence in Discover. Now I'll turn it back to Chris. Thank you, Roger. The polls are now closed. The next agenda item is the preliminary report of the Inspector of Elections, which indicates that not less than 87% of shares voting for or against the director nominees have voted for each of the director nominees. Approximately 90% of shares represented at this meeting have voted for the advisory vote to approve named executive officer compensation. Approximately 98% of the shares represented at this meeting have voted to ratify the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm. We'll file a report with the SEC containing the final tally in the next few days. Tom, that summarizes the preliminary report of the Inspector of Elections. Thank you, Chris. This concludes the formal part of our shareholder meeting. The annual meeting is now officially adjourned. I will now turn the meeting over to Eric Wasserstrom, Vice President of Investor Relations, so that we may proceed with the question and answer session. Thank you, Tom. Please note that we will answer as many questions from shareholders as time allows. Having received none, we will conclude the meeting. Thank you very much for joining us. Great. That concludes our question and answer session. We appreciate your joining us today, and thank you for your continued support. Be well and stay safe. Operator? This concludes the meeting. You may now disconnect.
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