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): December 1, 2016 (November 29, 2016)
SLM CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 001-13251 | 52-2013874 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 300 Continental Drive, Newark, Delaware | 19713 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (302) 451-0200
(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)) |
| ITEM 5.02. | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
On November 29, 2016, the Board of Directors (the “Board”) of SLM Corporation (the “Company”) elected Kirsten O. Wolberg as a director of the Company, effective immediately. She has also been elected to the board of directors of Sallie Mae Bank, the Company’s Utah industrial bank subsidiary. In connection therewith, the Board also determined Ms. Wolberg to be independent and increased the number of Board seats from twelve to thirteen. At this time, Ms. Wolberg has not been appointed to any of the Board’s committees.
Ms. Wolberg currently serves as vice president of talent at PayPal, a global technology platform and payments leader, directing global talent acquisition, performance, and global learning groups. Ms. Wolberg also played an instrumental role in the separation of eBay Inc. and PayPal into two independent companies and was responsible for the chief operating functions for PayPal Technology. She brings more than 20 years of experience in technology management, strategy, product, finance, and operations.
Prior to joining PayPal, Ms. Wolberg served as chief information officer for Salesforce.com, developing industry-leading cloud operations. She also held several roles at Charles Schwab, including vice president of corporate technology and vice president of planning and administration. In addition, Ms. Wolberg served as vice president of product development and operations at InnoVentry.
Ms. Wolberg’s compensation for her service as director will be consistent with that of the Company’s other non-employee directors, except that (i) her compensation will be prorated to reflect the portion of the period remaining in the current director term; and (ii) she will not receive the Company’s annual Board member equity award of restricted stock for the current director term.
A copy of the press release announcing Ms. Wolberg’s election is included with this Form 8-K as Exhibit 99.1.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
| (d) | Exhibits |
| Exhibit Number |
Description | |
| 99.1* | Press release dated December 1, 2016. | |
| * | Furnished herewith. |
SIGNATURES
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.
| SLM CORPORATION | ||||||
| Date: December 1, 2016 | By: | /s/ Laurent C. Lutz | ||||
| Laurent C. Lutz | ||||||
| Executive Vice President, General Counsel, and Corporate Secretary | ||||||
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 99.1* | Press release dated December 1, 2016. | |
| * | Furnished herewith. |
Exhibit 99.1
|
|
NEWS RELEASE |
FOR IMMEDIATE RELEASE
SALLIE MAE APPOINTS KIRSTEN WOLBERG TO BOARD OF DIRECTORS
NEWARK, Del., Dec. 1, 2016 – Sallie Mae (NASDAQ: SLM), the nation’s saving, planning, and paying for college company, today announced the appointment of Kirsten O. Wolberg to its board of directors, effective immediately. Ms. Wolberg has also been appointed to the board of directors of Sallie Mae Bank, Sallie Mae’s Utah industrial bank subsidiary.
Ms. Wolberg currently serves as vice president of talent at PayPal, a global technology platform and payments leader, directing global talent acquisition, performance, and global learning groups. Ms. Wolberg also played an instrumental role in the separation of eBay Inc. and PayPal into two independent companies and was responsible for the chief operating functions for PayPal Technology. She brings more than 20 years of experience in technology management, strategy, product, finance, and operations.
Prior to joining PayPal, Ms. Wolberg served as chief information officer for Salesforce.com, developing industry-leading cloud operations. She also held several roles at Charles Schwab, including vice president of corporate technology and vice president of planning and administration. In addition, Ms. Wolberg served as vice president of product development and operations at InnoVentry.
“Ms. Wolberg is a welcome addition to our board of directors, bringing significant experience and expertise in technology and innovation,” said Raymond J. Quinlan, chairman and CEO, Sallie Mae. “Her vast knowledge and keen insight will be integral to our mission of developing best-in-class technology and services for customers as we grow our portfolio of consumer-banking products.”
Ms. Wolberg currently serves on the board of YearUp and holds a leadership role with The Leukemia and Lymphoma Society. She previously served on the board of Silicon Graphics International Corp. (SGI). She was recently named one of Computerworld’s 2016 Premier 100 Technology Leaders and was previously recognized as one of the Most Influential Women in Business in the Bay Area by the San Francisco Business Times. Ms. Wolberg holds a Bachelor of Science degree in Finance from the University of Southern California and a Master of Business Administration degree from the J.L. Kellogg Graduate School of Management at Northwestern University.
For more information, visit www.SallieMae.com.
***
Sallie Mae (NASDAQ: SLM) is the nation’s saving, planning, and paying for college company. Whether college is a long way off or just around the corner, Sallie Mae offers products that promote responsible personal finance, including private education loans, Upromise rewards, scholarship search, college financial planning tools, and online retail banking. Learn more at SallieMae.com. Commonly known as Sallie Mae, SLM Corporation and its subsidiaries are not sponsored by or agencies of the United States of America.
Contacts:
| Media: |
Rick Castellano, 302-451-2541, rick.castellano@salliemae.com | |
| Investors: |
Brian Cronin, 302-451-0304, brian.cronin@SallieMae.com | |
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