TD Ameritrade 2019 Proxy and Annual Meeting of Stockholders

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS The 2019 Annual Meeting of Stockholders of TD Ameritrade Holding Corporation (the “Company”) will be located at the Company’s corporate headquarters, 200 South 108 th Avenue, in Omaha, Nebraska, on Wednesday, February 13, 2019, at 9:00 a.m., Central Standard Time. You may also attend the meeting virtually via the Internet at amtd.onlineshareholdermeeting.com , where you will be able to vote electronically and submit questions during the meeting. At the 2019 Annual Meeting the following items of business will be considered: 1) The election of four nominees recommended by the board of directors to the board of directors; 2) Advisory vote to approve executive compensation; and 3) Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2019. Only stockholders of record at the close of business on December 17, 2018 will be entitled to notice of and to vote at the meeting. We have adopted the U.S. Securities and Exchange Commission rule that allows companies to furnish their proxy materials over the Internet. As a result, we are mailing a Notice of Internet Availability of Proxy Materials (the “Internet Availability Notice”) to most of our stockholders instead of a paper copy of this Proxy Statement and our 2018 Annual Report. The Internet Availability Notice contains instructions on how to access and review those documents over the Internet. We believe that this process allows us to provide our stockholders with the information they need in a more timely manner, while reducing the environmental impact and lowering the costs of printing and distributing our proxy materials. If you received an Internet Availability Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Internet Availability Notice. Your vote is very important. Whether or not you plan to attend the Annual Meeting (in person or virtually via the Internet), please complete and return your proxy card or vote by telephone or via the Internet by following the instructions on your Internet Availability Notice. Returning a proxy card or otherwise submitting your proxy does not deprive you of your right to attend the Annual Meeting and vote in person or virtually via the Internet. Proxies are being solicited on behalf of the board of directors. By Order of the Board of Directors E l l e n L . S . K o p l o w , Secretary Omaha, Nebraska December 31, 2018