DFS Proxy Statement

Company Information Policy on Attendance at Stockholder Meetings Directors are expected to attend regularly scheduled meetings of stockholders, except when circumstances prevent such attendance. When such circumstances exist or in the case of special stockholder meetings, directors may participate by telephone or other electronic means and will be deemed present at such meetings if they can both hear and be heard. The 2017 Annual Meeting of Stockholders is the Company’s first annual meeting. Corporate Governance Governance Highlights The Company has adopted a number of governance best practices including: • No shareholders rights plan (poison pill) • Classified board that fully declassifies upon the expiration of the initial term of our Class III directors • Majority voting for the election of directors • No super majority voting • 25% or greater stockholders may call a special meeting • Requirement that compensation consultants be independent • Clawback policy • Term limits for Board and Committee Chairmen • Political Activities Disclosure Policy • Split leadership — Non-executive Chairman and Chief Executive Officer • All independent directors except for the CEO • Director retirement age of 72 (which was waived for certain directors until 2019 to allow for director continuity post-Spin) • Board compensation heavily weighted toward equity • Stock ownership guidelines for senior officers and directors Principles of Corporate Governance The Board has adopted a set of Principles of Corporate Governance to provide guidelines for the Company and the Board to ensure effective corporate governance. The Principles of Corporate Governance cover topics including, but not limited to, director qualification standards, Board and committee composition, director access to management and independent advisors, director orientation and continuing education, director retirement age, succession planning and the annual evaluations of the Board and its committees. The Corporate Responsibility & Governance Committee is responsible for overseeing and reviewing the Principles of Corporate Governance and recommending to the Board any changes to those principles. The full text of the Principles of Corporate Governance is available through the Corporate Governance link on the Investors page of the Company’s web site at the following address: http://investor.dfsco.com/corporate-governance/governance-documents and a print copy is available upon request. Code of Ethics The Company has adopted and maintains a set of Principles of Ethical Business Conduct . The policies referred to therein apply to all directors, officers and employees of the Company. In addition, in accordance with NYSE listing requirements and SEC rules, the Company has adopted and will maintain a Code of Ethics that applies to its chief executive officer and senior financial officers. The Principles of Ethical Business Conduct and the Code of Ethics covers all areas of professional conduct, including, but not limited to, conflicts of interest, disclosure obligations, insider trading and confidential information, as well as compliance with all laws, rules and 2017 Proxy Statement 17