David Rawlinson, Michael Shepherd, Beverley Sibblies, and Jen Wong. Directors Jeffrey Aronin, Gregory Case, and Mark Thierer are not standing for reelection and are therefore not in attendance. Members of Discover's executive management team are also with us today, including our new interim CEO and President, Michael Shepherd, who will make some remarks at the end of the meeting. Before we begin the formal business of today's meeting, I would like to take this opportunity to thank Michael Rhodes, who stepped down from his role as Discover's CEO and President on April 1st, for his service and guidance during a pivotal point in the company's history. I, along with the other members of the board, extend Michael our deepest gratitude. As the chairman of today's meeting, I now call this meeting to order. This meeting will be conducted in accordance with the meeting agenda and the rules of conduct. Both of these documents are available on Discover's annual meeting landing page on discover.com, a link for which can be found on the meeting center screen for today's meeting. If you need a copy of the annual report or the proxy statement, these are also available on the annual meeting landing page. Abby Cowart from Computershare is in attendance and will act as the inspector of election for this meeting. The corporate secretary, duly appointed proxies, and representatives from Deloitte & Touche are also in attendance. This meeting was called by our board of directors, which set the close of business on March 11, 2024, as the record date for the holders of shares of our common stock entitled to receive notice of and vote at this meeting. The notice of meeting and proxy statement were first mailed or made available on March 15, 2024, to holders of our common stock as of the record date. As such, today's meeting is being held pursuant to proper notice. The polls are open for voting and will close after Hope Mehlman, Discover's Chief Legal Officer, General Counsel, and Corporate Secretary, presents the proposals. I will now turn the meeting over to Hope to present the proposals and discuss the preliminary vote results. Thank you, Tom. We have been advised by the inspector of election that at least a majority of the company's issued and outstanding shares of common stock entitled to vote is represented in person or by proxy at today's meeting. Accordingly, a quorum is present allowing us to conduct today's business. If you have already voted and do not wish to change your vote, no further action is needed. On the other hand, if you have not voted or wish to change your vote, you may do so now by clicking on the vote icon. For this year's annual meeting, we have three proposals to be voted upon. Proposal one is the election of 10 directors to serve a one-year term expiring at the 2025 annual meeting. As noted in the company's proxy supplement filed on April 2nd, any votes cast with respect to Michael Rhodes' election will be disregarded and will not be counted. Proposal two, typically referred to as say-on-pay, pertains to the approval on an advisory non-binding basis of the executive compensation as disclosed in the proxy statement. Proposal three is to ratify the appointment of Deloitte & Touche as the independent registered public accounting firm for the company for 2024. In accordance with our bylaws, we are not aware of any other business to be conducted at today's meeting. The proposals are more fully described in this year's proxy statement, and the board recommends that the shareholders vote for the election of each nominee for director listed in proposal one and for proposals two and three. We will pause a moment to allow shareholders who may not have voted yet to cast their vote. Thank you. The polls are now closed. The Inspector of election has issued a preliminary report informing the company that: each of the nominees for the board of directors has been elected. The say-on-pay resolution has been approved. And the appointment of Deloitte & Touche as the company's independent registered public accounting firm for 2024 has been ratified. Based on the preliminary report of the Inspector of election, I declare that proposals one, two, and three have been approved by our shareholders. The final result of the votes will be recorded in the minutes of this meeting and will appear in the current report on Form 8-K that the company will file within four business days of today's meeting. Thanks, Hope. This concludes the formal business of the meeting. I would now like to ask that Michael Shepherd, Discover's interim CEO and President, offer some comments. Following his remarks, we will then proceed to the question-and-answer session. Michael, the floor is yours. Thank you, Tom. I also would like to add my welcome to all of you. It's a pleasure to be with you today, and I'm happy to give you an update on our business. Our discussion today contains certain forward-looking statements that are subject to risks and uncertainties that may cause actual results to differ materially. Please refer to our notices regarding forward-looking statements that appear in our quarterly report on Form 10-Q, as well as the risk factors detailed in our annual report and other filings with the SEC. We're going to quickly touch on the ongoing proposed merger with Capital One. This slide will help you find additional information on this topic. On February 19, 2024, Discover Financial Services and Capital One Financial Corporation announced that the companies had entered into a definitive agreement under which Discover will merge into Capital One in an all-stock transaction valued at $35.3 billion. Under the terms of the agreement, Discover shareholders will receive 1.0192 Capital One shares for each Discover share, representing a premium of 26.6% based on Discover's closing price of $110.49 a share on February 16, 2024. At the close, Capital One shareholders will own approximately 60%, and Discover shareholders will own approximately 40% of the combined company. Regulatory review is in process and will take many months, and shareholders of both Discover and Capital One will have an opportunity to vote on the proposed merger. Discover will continue to operate as a separate, independent company until the legal close of the merger, which we anticipate will be in late 2024 or early 2025. We will discuss our planned merger with Capital One at a special upcoming meeting and will therefore not be fielding merger-related questions today. Discover's vision, mission, and values are the foundation of our company and guide our approach in all we do. We strive to be the leading digital consumer bank and payments partner, and our mission is to help people achieve brighter financial futures. We're committed to doing the right thing, and our values are central to our success with customers, shareholders, employees, and the communities we serve. Discover is one of the largest digital banks in the United States, offering a broad array of products including credit cards, personal loans, home loans, and deposit products. In 2023, we added millions of customers and celebrated many successes. We relaunched our Cashback Debit product, which features 1% back on debit transactions, and added many new account holders who were first-time Discover customers. Our "Especially for Everyone" brand campaign featuring Jennifer Coolidge contributed to the growth of this product and will continue to educate consumers about our offerings. We also continue to drive strong adoption of transit and tap-on mobile capabilities. In 2023, Discover Global Network launched a new cloud-based network tokenization platform to enable a more seamless and secure customer experience. Providing unique offerings like Cashback Debit and expanding our global payments network remain winning formulas for Discover, and we will continue to act on opportunities to differentiate ourselves in the marketplace. In addition, we concluded Project Runway, a three-year technology transformation program that enables teams to use simplified, modernized, and automated technology to deliver new and improved products more efficiently. Through this program, we have leveraged process automation to save more than 1 million hours, leading to increased efficiency, improved compliance and reliability, and a better customer experience. We've also continued to invest in our employees, equipping our 10,000-plus customer care agents with the latest technologies to ensure they have the support needed to better assist our customers. Last year was one of change for Discover, as inflation's impact on consumers, regulatory challenges, and transitions in the company's leadership created some uncertainty. But our organization moved forward with focus and determination. We spent more than $500 million to address identified compliance issues while creating a strong foundation to improve our operations and protect our customers. We also began exploring the sale of our student loan portfolio to better enable us to focus on our core business. The underlying stability of our unique business model remained. In 2023, following two record years, we achieved a net income of $2.9 billion or $11.26 per diluted share, our third best in company history, and drove growth across our businesses. Total loans increased 15%, customer deposits grew by 19%, and payment services transaction volume was up 10%. These factors contributed to our 21% return on equity for the year and a 38% efficiency ratio. We also increased our quarterly dividend by 17%. In 2024, we are focused on: strengthening our compliance and risk management framework and culture to better identify, assess, and mitigate risk; leveraging our excellent technology to provide an innovative and reliable customer experience; and driving growth across the business. We continue to make progress on our priorities and are excited and optimistic about all that lies ahead. Our core financial performance remains strong. Total revenue in the first quarter was $4.2 billion, up 13% from a year ago, and we continue to drive growth in nearly all facets of our business. Total loans increased 12%, card loans increased by 11%, personal loans grew 21%, and average deposit balances were up 18% thanks to our strong customer value proposition and the success of our Cashback Debit marketing campaign. Total network volume increased 11%, Diners Club International volume also grew by 11%, reflecting strong growth across most regions. And PULSE Debit transaction volume was up by 21%. Our net charge-off rate was 4.92%, which was consistent with our projections. We reported a net income of $308 million, translating into earnings per share of $1.10. A $799 million reserve increase stemming from our card misclassification issue impacted the quarter. Excluding the reserve increase, we would have reported net income of about $915 million and earnings per share of approximately $3.50, which, on a core basis, outperformed internal and external estimates. Finally, we formally launched the sale process of our student loan portfolio in mid-March. There is a significant level of interest, and we continue to target a closing date late in the third or fourth quarter of this year. 2023 brought challenges, but Discover performed well overall. We committed to strengthening our compliance and risk management framework as our top priority to ensure we're taking care of our customers, merchants, shareholders, and communities, and this will remain an important focus in the year ahead. We believe the stability of our business model, the loyalty of our customer base, and the dedication of our employees will continue to provide a strong foundation upon which to innovate, drive excellence, and deliver growth across the business. We will also uphold our commitment to elevate the communities we serve by driving lasting social change through philanthropy, volunteerism, financial literacy, and environmental sustainability. With that, I'd like to thank our employees for their commitment to excellence, our shareholders for their continued confidence in Discover, and our board of directors for their ongoing guidance and support. I'll now turn it back to Tom. Thank you, Michael. Okay, now we have some time for shareholders to ask questions. Eric, will you review the procedures for the question-and-answer session? Thanks, Tom. We always welcome the views, comments, and questions of our shareholders. To ensure that this session is meaningful and constructive, we ask that questions and remarks be limited to those of concern or interest to all shareholders. Questions pertaining to our merger with Capital One should be reserved for the forthcoming special meeting of shareholders, where such matters will be addressed and voted upon. Additionally, matters that are of personal or individual nature generally may be raised by contacting investor relations. Shareholders may also review the full rules of conduct, which are available through the link on the meeting center screen. As mentioned at the beginning of the meeting, shareholders, as of the record date, may submit questions online by clicking on the Q&A icon. We will now pause to cue questions. All right, hearing none, I will pass the session back to Tom. Thanks, Eric. This concludes the question-and-answer session for today's meeting. Thank you for joining us today for our 2024 annual meeting of shareholders. On behalf of the board, executive management team, and Discover's approximately 21,100 employees, we are grateful for your continued support. We look forward to our forthcoming special shareholder meeting related to our merger with Capital One. Thank you. I now declare today's meeting adjourned and have a great day.
Loading workspace