TD Bank Group Announces Election of Directors

TD Bank Group announced that the nominees listed in the management proxy circular dated February 21, 2023 were elected as directors of TD. The detailed results of the vote for the election of directors held at its Annual Meeting of Common Shareholders earlier today are set out below.
Each of the following 14 nominees proposed by management was elected as a director of TD:
Nominee
Votes For
% Votes For
Votes Withheld
% Votes Withheld
Cherie Brant
923,779,633
99.6
3,308,840
0.4
Amy W. Brinkley
909,469,060
98.1
17,619,413
1.9
Brian C. Ferguson
918,045,094
99.0
9,043,379
1.0
Colleen A. Goggins
917,750,430
99.0
9,338,043
1.0
David E. Kepler
920,304,297
99.3
6,784,012
0.7
Brian M. Levitt
898,718,409
96.9
28,370,064
3.1
Alan N. MacGibbon
921,291,993
99.4
5,796,480
0.6
Karen E. Maidment
910,996,688
98.3
16,091,785
1.7
Bharat B. Masrani
920,189,460
99.3
6,899,013
0.7
Claude Mongeau
923,633,346
99.6
3,455,127
0.4
S. Jane Rowe
920,267,000
99.3
6,823,138
0.7
Nancy G. Tower
924,778,176
99.8
2,310,297
0.2
Ajay Virmani
922,046,625
99.5
5,041,848
0.5
Mary Winston
920,815,244
99.3
6,273,229
0.7
Final voting results on all matters voted on at the Annual Meeting of Common Shareholders held earlier today will be published shortly on www.td.com, and filed with the Canadian and U.S. securities regulators.
TD Bank Group to release fourth quarter financial results

TD Bank Group (“TD” or the “Bank”) will release its fourth quarter financial results and host an earnings conference call on Thursday, December 1, 2022.
Financial results will be issued in a press release at approximately 6:30 a.m. ET. The call will be available live via TD’s website at 1:30 p.m. ET and is expected to last approximately 60 minutes. The call and audio webcast will feature presentations by TD executives on the Bank’s financial results for the fourth quarter, followed by a question-and-answer period with analysts.
Presentation materials will be available on the TD website at www.td.com/investor on December 1, 2022, in advance of the call. A listen-only telephone line will be available at 416-641-6150 or 1-866-696-5894 (toll free) and the passcode is 2727354#.
The audio webcast will be archived at www.td.com/investor. Replay of the teleconference will be available from 5:00 p.m. ET on December 1, 2022, until 11:59 p.m. ET on December 16, 2022, by calling 905-694-9451 or 1-800-408-3053 (toll free) and the passcode is 7300743#.
The presentations may contain forward-looking statements including statements regarding the business and anticipated financial performance of the Bank. Forward-looking statements are subject to a number of risks and uncertainties that may cause actual results to differ materially from those contemplated by the statements. Therefore, forward-looking statements should be considered carefully, and undue reliance should not be placed on them.
TD Bank Group Announces New Appointments to Board of Directors

TD Bank Group is pleased to announce the appointments of Mary Winston and Ajay Virmani to its Board of Directors.
“We are very pleased to welcome Mary and Ajay to TD’s Board of Directors,” said Brian Levitt, Chair of the Board, TD Bank Group. “As TD continues to build for the future, the Bank will benefit from their business-related and financial expertise.”
Mary Winston
Mary is an accomplished public-company financial executive and seasoned corporate director. She served as Chief Financial Officer of Family Dollar Stores Inc., Giant Eagle, and Scholastic Corp. and while serving as a board member, was also interim CEO of Bed Bath and Beyond Inc. In addition to serving as a director of TD’s US banks, Mary is a director of Acuity Brands Inc., Dover Corporation, and Chipotle Mexican Grill Inc.
Mary also sits on the Board of the Bechtler Museum of Modern Art and the National Association of Corporate Directors (NACD), where she is also a Board Leadership Fellow.
Mary was named one of Savoy magazine’s Most Influential Black Corporate Directors of 2021 and was recognized by WomenInc. magazine as one of its Most Influential Corporate Directors in 2019. Mary was also named a Corporate Director to Watch by Directors & Boards magazine in 2017 and one of the 50 Most Powerful Women in Business by Black Enterprise magazine in 2015.
Mary holds a bachelor’s degree in Accounting from the University of Wisconsin, an MBA from Northwestern University’s Kellogg School of Management, and is a Certified Public Accountant.
Ajay Virmani
A philanthropist and entrepreneur with more than 40 years of business leadership experience, Ajay is the founder and CEO of Cargojet Inc., a premium global air cargo logistics provider. He is also a member of Cargojet’s board of directors.
Ajay currently serves on the board of The University Health Network and has previously served as a director of Export Development Canada, York University, Invest Ontario, and The Canadian Motion Pictures Screen Awards.
In recognition of his many business accomplishments, Ajay was named Strategist of the Year and one of Canada’s Top 5 CEOs by the Globe and Mail’s Report on Business in 2020. Ajay was also inducted into Canada’s Walk of Fame in 2021.
Ajay obtained his MBA from The City University of New York and has been honoured with a Doctor of Laws degree from Assumption University.
TD Bank Group Reports Third Quarter 2022 Results

THIRD QUARTER FINANCIAL HIGHLIGHTS, compared with the third quarter last year:
Reported diluted earnings per share were $1.75, compared with $1.92.
Adjusted diluted earnings per share were $2.09, compared with $1.96.
Reported net income was $3,214 million, compared with $3,545 million.
Adjusted net income was $3,813 million, compared with $3,628 million.
YEAR-TO-DATE FINANCIAL HIGHLIGHTS, nine months ended July 31, 2022, compared with the corresponding period last year:
Reported diluted earnings per share were $5.85, compared with $5.68.
Adjusted diluted earnings per share were $6.18, compared with $5.83.
Reported net income was $10,758 million, compared with $10,517 million.
Adjusted net income was $11,360 million, compared with $10,783 million.
THIRD QUARTER ADJUSTMENTS (ITEMS OF NOTE)The third quarter reported earnings figures included the following items of note:
Amortization of acquired intangibles of $58 million ($52 million after-tax or 3 cents per share), compared with $68 million ($61 million after-tax or 3 cents per share) in the third quarter last year.
Acquisition and integration charges related to the Schwab transaction of $23 million ($20 million after-tax or 1 cent per share), compared with $24 million ($22 million after-tax or 1 cent per share) in the third quarter last year.
Acquisition and integration-related charges for the First Horizon acquisition of $29 million ($22 million after-tax or 1 cent per share).
Mitigation of interest rate volatility to closing capital on First Horizon acquisition, net loss of $678 million ($505 million after-tax or 28 cents per share).
TD Bank Group (“TD” or the “Bank”) announced its financial results for the third quarter ended July 31, 2022. Reported earnings were $3.2 billion, down 9.3% compared with the third quarter last year, and adjusted earnings were $3.8 billion, up 5.1%.
“Continued business momentum, increased customer activity and the benefits of our deposit rich franchise contributed to TD’s strong performance in the third quarter,” said Bharat Masrani, Group President and CEO, TD Bank Group. “Investments in talent and innovation, combined with our focus on prudent risk and financial management, strengthened our business and extended our competitive advantage.”
Canadian Retail delivered another strong quarter with record revenue
Canadian Retail net income was $2,253 million, an increase of 6% compared with the third quarter last year. Revenue was $7,020 million, an increase of 7%, supported by continued momentum in banking and insurance volumes, rising interest rates, and growth in customer activity, including record credit card sales, partially offset by lower wealth revenue due to market conditions. Expenses increased 8%, reflecting higher spend supporting business growth, including investments in technology and employee-related expenses. Provision for credit losses (PCL) increased by $70 million from the prior year, reflecting higher provisions for performing loans, partially offset by lower impaired PCL.
Canadian Retail continued to build on its momentum delivering record revenue for the quarter and welcoming more customers, which included record new account openings for new Canadians. The Bank continued to support forward-focused investments, such as the addition of the 24th state-of-the-art TD Insurance Auto Centre, further extending its geographic reach and ability to offer superior experiences to more customers. TD Direct Investing was ranked #1 best online broker in Canada in 2022 by MoneySense and the Bank was recognized as a market leader in Digital Customer Engagement by Industry Banking Reports.
The U.S. Retail Bank delivered strong results, fueled by momentum in the consumer and commercial businesses
U.S. Retail reported net income for the quarter was $1,442 million (US$1,122 million), an increase of 11% (7% in U.S. dollars) compared with the third quarter last year. Reported net income included acquisition and integration-related charges for the First Horizon acquisition of $29 million (US$22 million) or $22 million (US$17 million) after-tax. On an adjusted basis, net income for the quarter was $1,464 million (US$1,139 million), an increase of 13% (8% in U.S. dollars). The Bank’s investment in The Charles Schwab Corporation (Schwab) contributed $289 million (US$226 million) in earnings, an increase of 47% (40% in U.S. dollars) compared with the third quarter last year.
The U.S. Retail Bank, which excludes the Bank’s investment in Schwab, reported net income of $1,153 million (US$896 million), an increase of 5% (1% in U.S. dollars) from the third quarter last year, primarily reflecting higher revenue, partially offset by higher PCL and higher non-interest expenses. On an adjusted basis, net income was a record $1,175 million (US$913 million), an increase of 7% (2% in U.S. dollars), reflecting higher deposit margins and volumes, partially offset by higher PCL, lower income from the Paycheck Protection Program (PPP), and higher employee-related expenses.
U.S. Retail accelerated its business momentum in the third quarter. The U.S. Retail Bank delivered personal loan and deposit growth of 8% each year-over-year. In addition, improving commercial loan growth in middle market and specialty lending helped fuel 2.6% loan growth over the prior quarter. Combined with this growth, the significant wind-down in PPP volumes resulted in only a small decline in average loan volumes overall from the same quarter last year. The business momentum this quarter reflected a combination of strong originations and new customer growth, along with higher commercial line utilization and increased customer activity.
Last week’s public meeting before the joint Office of the Comptroller of the Currency and the Federal Reserve Board was another important milestone in TD’s ongoing work with community groups and regulators to advance the approval process for the First Horizon transaction. TD continues to expect the transaction to close in the first quarter of fiscal 2023 and looks forward to welcoming First Horizon customers and associates to the Bank.
To further enhance the colleague and customer experience, U.S. Retail launched TD Workshop this quarter – the Bank’s first retail innovation lab, which combines a fully-functioning store with space to innovate, design and test new products, and engage with customers and the broader community. For the third consecutive year, TD Auto Finance was proud to be ranked “Highest in Dealer Satisfaction among Non-Captive Lenders with Prime Credit” in the J.D. Power 2022 U.S. Dealer Financing Satisfaction Study.1 This quarter, TD Bank, America’s Most Convenient Bank®, was recognized by Forbes as one of America’s Best Employers for Women.
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Nancy Tower Appointed to Board of Directors of TD Bank Group

TD Bank Group is pleased to announce the appointment of Nancy Tower to its Board of Directors.
“We are very pleased to welcome Nancy to TD’s Board of Directors. Nancy is an accomplished executive with a long track record of business success in both Canada and the United States,” said Brian Levitt, Chair of the Board, TD Bank Group. “As TD continues to build for the future, Nancy will also deepen the Board’s regulatory, capital markets and operational capabilities.”
Nancy joins TD’s Board after an impressive 24-year career with Emera Inc., where she was most recently President & Chief Executive Officer of its U.S. subsidiary, Tampa Electric Company. She held a number of senior roles at Emera Inc. and its subsidiaries, including as Chief Corporate Development Officer, Chief Financial Officer, and Chief Executive Officer of Emera Newfoundland and Labrador.
Nancy has served on Boards of Directors for both the public sector and non-profit organizations throughout her career. She currently serves on the Board of Directors of Stanfield’s Ltd., AltaGas Ltd., and Finning International Inc. She has also given her time and leadership to non-profit organizations such as the United Way and the Leukemia and Lymphoma Society. In 2011, she received WXN Canada’s Most Powerful Women: Top 100 Award.
Nancy obtained her Bachelor of Commerce from Dalhousie University in Halifax, Nova Scotia and is a Chartered Accountant. She has also earned the Fellow Chartered Accountant designation.