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): June 28, 2017 (June 22, 2017)
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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 5.07 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
On June 22, 2017, SLM Corporation (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). As of the close of business on April 25, 2017, the record date for the Annual Meeting, 431,334,404 shares of common stock, par value $.20 per share, were outstanding and entitled to vote. At the Annual Meeting, 406,359,101, or approximately 94.20%, of the outstanding shares of common stock entitled to vote were represented in person or by proxy. At the Annual Meeting, the following proposals were submitted to a vote of the Company’s stockholders, with the voting results indicated below:
Proposal 1 – Election of Directors. The Company’s stockholders elected the following 12 directors to hold office until the 2018 Annual Meeting of Stockholders and until their successors have been duly elected or appointed.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||
| Paul G. Child |
394,323,256 | 431,180 | 240,170 | 11,364,495 | ||||||||||||
| Carter Warren Franke |
394,114,381 | 636,090 | 244,135 | 11,364,495 | ||||||||||||
| Earl A. Goode |
391,113,999 | 3,640,256 | 240,351 | 11,364,495 | ||||||||||||
| Marianne M. Keler |
394,170,829 | 565,394 | 258,383 | 11,364,495 | ||||||||||||
| Jim Matheson |
394,114,494 | 641,142 | 238,970 | 11,364,495 | ||||||||||||
| Jed H. Pitcher |
394,110,143 | 641,240 | 243,223 | 11,364,495 | ||||||||||||
| Frank C. Puleo |
393,915,485 | 829,410 | 249,711 | 11,364,495 | ||||||||||||
| Raymond J. Quinlan |
390,251,110 | 4,547,643 | 195,853 | 11,364,495 | ||||||||||||
| Vivian C. Schneck-Last |
394,267,608 | 434,188 | 292,810 | 11,364,495 | ||||||||||||
| William N. Shiebler |
393,988,720 | 763,209 | 242,677 | 11,364,495 | ||||||||||||
| Robert S. Strong |
394,323,540 | 428,385 | 242,681 | 11,364,495 | ||||||||||||
| Kirsten O. Wolberg |
394,324,587 | 427,840 | 242,179 | 11,364,495 | ||||||||||||
Proposal 2 – Advisory Vote on Executive Compensation. The Company’s stockholders approved, by an advisory vote, the compensation of its named executive officers.
| For | Against | Abstain | Broker Non-Votes | |||
| 354,070,586 | 40,654,280 | 269,740 | 11,364,495 |
Proposal 3 – Ratification of the Appointment of KPMG LLP. The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2017.
| For | Against | Abstain | Broker Non-Votes | |||
| 401,636,207 | 4,237,183 | 485,711 | — |
Proposal 4 – Approval of an Amendment to the SLM Corporation 2012 Omnibus Incentive Plan and the Material Terms of the Performance Goals under the Plan. The Company’s stockholders approved an amendment to the SLM Corporation 2012 Omnibus Incentive Plan and the material terms of the performance goals under the Plan.
| For | Against | Abstain | Broker Non-Votes | |||
| 385,313,886 | 9,461,442 | 219,278 | 11,364,495 |
Proposal 5 – Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation. The Company’s stockholders selected 1 year as the frequency of future advisory votes on executive compensation.
| 1 year | 2 years | 3 years | Abstain | |||
| 337,395,115 | 551,985 | 56,809,199 | 238,307 |
The Company has determined that it will hold an advisory vote on the compensation of its named executive officers every year, until the next shareholder advisory vote on the frequency of the advisory votes on executive compensation.
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: June 28, 2017 | By: | /s/ Laurent C. Lutz | ||||
| Laurent C. Lutz | ||||||
| Executive Vice President, General Counsel & Corporate Secretary | ||||||