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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 20, 2019

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)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common stock, par value $.20 per share
SLM
The NASDAQ Global Select Market
Floating Rate Non-Cumulative Preferred Stock, Series B, par value $.20 per share
SLMBP
The NASDAQ Global Select Market
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:
c
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
c
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
c
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
c
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 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 c
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. c
 






ITEM 5.07
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On June 20, 2019, SLM Corporation (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). 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 2020 Annual Meeting of Stockholders and until their successors have been duly elected or appointed.

 
 
 
For
 
 
Against
 
Abstain
 
Broker Non-Votes
 
Paul G. Child
 
 
391,300,459
 
 
1,633,231
 
286,697
 
13,282,019
 
Mary Carter Warren Franke
 
 
390,570,213
 
 
2,365,518
 
284,656
 
13,282,019
 
Earl A. Goode
 
 
388,234,361
 
 
4,697,926
 
288,100
 
13,282,019
 
Marianne M. Keler
 
 
391,072,571
 
 
1,864,281
 
283,535
 
13,282,019
 
Mark L. Lavelle
 
 
391,374,290
 
 
1,558,093
 
288,004
 
13,282,019
 
Jim Matheson
 
 
390,450,067
 
 
2,482,139
 
288,181
 
13,282,019
 
Frank C. Puleo
 
 
391,001,556
 
 
1,931,986
 
286,845
 
13,282,019
 
Raymond J. Quinlan
 
 
387,792,217
 
 
5,140,605
 
287,565
 
13,282,019
 
Vivian C. Schneck-Last
 
 
391,405,071
 
 
1,531,243
 
284,073
 
13,282,019
 
William N. Shiebler
 
 
389,828,870
 
 
3,102,398
 
289,119
 
13,282,019
 
Robert S. Strong
 
 
391,300,513
 
 
1,632,076
 
287,798
 
13,282,019
 
Kirsten O. Wolberg
 
 
390,577,328
 
 
2,358,945
 
284,114
 
13,282,019
 
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
377,501,578
 
15,338,103
 
380,706
 
13,282,019
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, 2019.
 
For
 
Against
 
Abstain
 
Broker Non-Votes
404,000,241
 
2,176,708
 
325,457
 
-





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 24, 2019
By:
/s/ NICOLAS JAFARIEH
 
 
Nicolas Jafarieh
 
 
Senior Vice President and General Counsel