0001032033false00010320332021-11-042021-11-040001032033us-gaap:CommonClassAMember2021-11-042021-11-040001032033us-gaap:NoncumulativePreferredStockMember2021-11-042021-11-04

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): November 4, 2021

SLM CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

001-13251

52-2013874

(State or other jurisdiction of incorporation or organization)

(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:

☐ 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 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. o

---

ITEM 5.02    DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

APPOINTMENT OF NEW DIRECTOR

On November 4, 2021, the Board of Directors (the “Board”) of SLM Corporation (the “Company”) appointed Samuel T. Ramsey as a director of the Company, effective immediately. Mr. Ramsey has also been appointed to the board of directors of Sallie Mae Bank, the Company’s Utah industrial bank subsidiary. In connection therewith, the Board also determined Mr. Ramsey to be independent and increased the number of Board seats from twelve to thirteen. At this time, Mr. Ramsey has not been appointed to any of the Board’s committees.

Mr. Ramsey joins the Board with more than 30 years of experience in consumer and commercial banking, with expertise in risk management, finance, treasury, and capital markets. He previously served on the Board of Directors for Ditech Holding Corporation, acting as the Chairman of the Audit Committee and a member of the Compliance Committee and the Finance Committee. Mr. Ramsey was Chief Risk Officer for Chase, the consumer and small business organization within J.P. Morgan Chase & Co., and previously held the same position at Ally Financial Inc. Additionally, he had a 25-year career at Bank of America, where he served as Chief Financial Officer, Global Corporate and Investment Banking, held various executive-level risk management roles, and helped develop and lead the company’s Global Risk Management division. Mr. Ramsey holds a bachelor’s degree in economics from The College of William and Mary.

Mr. Ramsey’s compensation for his service as a director will be consistent with that of the Company’s other non-employee directors, except that (i) his respective compensation will be prorated to reflect the portion of the period remaining in the current director term and (ii) he 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 Mr. Ramsey’s appointment 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 November 4, 2021
104						Cover Page Interactive Data File (formatted as Inline XBRL)

*			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: November 4, 2021			By:			/s/ Nicolas Jafarieh
						Nicolas Jafarieh
						Senior Vice President, Chief Legal, Government Affairs, and Communications Officer