UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 1722, 2020 E*TRADE Financial Corporation (Exact name of registrant as specified in its charter)

Delaware	001-11921	94-2844166
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

671 N. Glebe Road, Arlington, Virginia 22203

(Address of principal executive offices and Zip Code)

(646) 521-4340
(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered Pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	ETFC	The NASDAQ Stock Market LLC NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item~~ITEM 52.~~07 Submission~~02. ofRESULTS ~~Matters~~OF toOPERATIONS aAND ~~Vote~~FINANCIAL ~~of Security Holders.~~ CONDITION

On July 1723, 2020, E*TRADE Financial Corporation, ~~a Delaware corporation~~ (the “Company”) ~~held~~announced aits ~~virtual~~second ~~special~~quarter ~~meeting~~earnings offor ~~stockholders~~fiscal ~~(the~~year ~~“Special Meeting”) exclusively online via live webcast~~2020. A ~~total~~copy of ~~221,089,284 shares of~~ the Company's common stock were entitled to vote at the close of business on June 10, 2020, the record date for the Special Meeting (the “Record Date”) and approximately 161,390,339 shares of the Company’s ~~common stock issued and outstanding were present at the~~press ~~Special~~ release ~~Meeting~~is ~~via www.virtualshareholdermeeting.com/ETFC2020SM~~attached ~~(the~~hereto ~~“E*TRADE~~as ~~meeting~~Exhibit ~~website”) or represented by proxy at the Special Meeting, representing approximately 73% of such shares entitled to vote, which constituted a quorum~~99.1 ~~The matters submitted to a vote of the Company’s stockholders~~ and ~~the~~incorporated ~~certified~~by ~~results~~reference ~~are as follows:~~herein.

1. The ~~Merger.~~information ~~The~~furnished ~~proposal~~in tothis ~~approve~~report ~~the~~shall ~~adoption~~not ofbe ~~the~~deemed ~~Agreement and Plan of Merger (the~~ “~~Merger Agreement~~filed”), ~~dated~~for aspurposes of ~~February~~Section ~~20,~~18 ~~2020,~~of ~~by and among~~ the ~~Company, Morgan~~Securities ~~Stanley,~~Exchange aAct ~~Delaware~~of ~~corporation (“Parent”)~~1934, ~~Moon-Eagle~~as ~~Merger Sub~~amended, ~~Inc.,~~or incorporated aby ~~Delaware~~reference ~~corporation and wholly owned subsidiary of Parent (“Merger Sub”), providing for the merger of Merger Sub with and~~ into ~~the~~any ~~Company~~filing ~~(the~~thereunder ~~“Merger”),~~or ~~with~~under the ~~Company~~ ~~surviving~~Securities ~~the~~Act ~~Merger as a wholly owned subsidiary~~ of ~~Parent~~1933, ~~was approved by the affirmative vote of approximately 73% of the shares of the Company’s common stock issued and outstanding~~ as ofamended, ~~the~~unless ~~close~~expressly ofset ~~business~~forth onby ~~the~~specific ~~Record~~reference ~~Date,~~in assuch ~~follows:~~filing.

For	Against	Abstain
160,325,469	194,114	870,756

ITEM 7.01.

REGULATION FD DISCLOSURE

2.Additionally, ~~Advisory~~the ~~(Non-Binding)~~Company ~~Vote~~published onan ~~Executive Compensation.~~updated ~~The~~version ~~proposal~~of toits ~~approve,~~investor ~~on an advisory (non-binding) basis~~presentation, ~~certain~~as ~~compensation~~well ~~that~~as ~~may~~a bedocument ~~paid~~containing oranswers ~~become~~to ~~payable~~“frequently asked questions” to the Company’s ~~named~~corporate ~~executive officers in connection with the Merger~~website, ~~was~~about.etrade.com. ~~not~~Both ~~approved, receiving~~documents ~~the~~contain ~~affirmative~~data ~~vote~~for ~~of approximately 24% of~~ the ~~votes cast~~quarter byended ~~the~~June ~~stockholders~~30, ~~present~~2020, ~~via~~while the ~~E*TRADE~~Frequently ~~meeting~~Asked ~~website~~Questions ordocument ~~represented~~also bycontains ~~proxy~~updates ~~at the Special Meeting and entitled~~ to ~~vote~~certain oninformation ~~the~~as ~~proposal~~of atJuly ~~the Special Meeting~~23, ~~as follows:~~2020.

For	Against	Abstain
39,036,525	121,402,930	950,884

Investors should note that the Company announces material financial information in filings with the U.S. Securities and Exchange Commission (the “SEC”), press releases and public conference calls. Based on guidance from the SEC, the Company may also use the Investor Relations section of its corporate website, about.etrade.com, to communicate with investors about the Company. It is possible that the financial and other information posted there could be deemed to be material information. The information on the Company’s corporate website is not part of this document.

3.ITEM ~~Vote on Adjournment~~8. ~~The~~01. ~~proposal~~OTHER to approve the adjournment of the Special Meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the adoption of the Merger Agreement was rendered moot in light of the adoption of the Merger Agreement.EVENTS

Common Stock Dividend Declaration

On July 22, 2020, the Company declared a cash dividend of $0.14 per share on the Company’s outstanding shares of common stock. The dividend is payable on August 25, 2020 to shareholders of record as of the close of business on August 19, 2020.

ITEM 9.01.

FINANCIAL STATEMENTS AND EXHIBITS

(d)	Exhibits

	99.1 Earnings Press Release, dated July 23, 2020
	104 Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	E*TRADE FINANCIAL CORPORATION
Dated: July 17, 2020	By:	/s/ Lori S. Sher
		Lori S. Sher
		Corporate Secretary

Dated: July 23, 2020

E*TRADE FINANCIAL CORPORATION
By:	/s/	Lori S. Sher
		Lori S. Sher Corporate Secretary

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