DISCOVER FINANCIAL SERVICES: Change of Directors or Principal Officers, Financial Statements and Schedules (Form 8-K)

Article 5.02 Departure of directors or certain officers; Election of directors;

Appointment of certain leaders; Compensatory schemes for certain

Officers.

On June 6, 2022the board of directors of Discover financial services (the “Company”) has appointed John B. Owen as a director of the Company and to sit on the Risk Monitoring Committee, and consequently increased the size of the Board to 13 directors. A copy of the press release announcing the appointment of Mr.Owen is attached as Exhibit 99.1 to this report.

There are no arrangements or agreements between Mr.Owen and any other person under whom Mr.Owen was chosen as director. There are no transactions involving Mr.Owen which should be reported under Section 404(a) of Regulation SK.

As part of his appointment as a director of the Company, Mr.Owen will be eligible for compensation under the Corporation’s directors’ compensation plan (the “Plan”). Under the Plan, Mr.Owen will receive an annual cash retainer for his services as a director of $105,000 and will receive an annual committee membership fee. $20,000 for his service on the Risk Monitoring Committeeeach in proportion to the date of his appointment as a director.

Moreover, on June 6, 2022, Mr.Owen received an award of 1,404 restricted stock units under the plan, which corresponds to the annual share award prorated from the date of his appointment as a director. Awards of restricted stock units vest on the earlier of the first anniversary of the date of grant or immediately prior to the first annual meeting of shareholders following the date of grant, subject to the terms and conditions of the plan. All RSU awards must be settled in common shares of the Company. Like other eligible directors under the plan, Mr.Owen will be eligible to receive subsequent grants of restricted stock units under the plan on the date of each annual meeting of shareholders. Under the Plan, the amount of such subsequent grants of restricted stock units will be equal to the number obtained by dividing $170,000 by the fair market value (as defined in the Plan) of one common share of the Company on that day.

Item 9.01 Financial statements and supporting documents.


(d) Exhibits

Exhibit
  No.                                    Description

99.1          Press Release of the Company dated June 7, 2022

104         Cover Page Interactive Data File - the cover page from this Current
            Report on Form 8-K, formatted as Inline XBRL (included as
            Exhibit 101).

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Stephen V. Lee