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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, 2023

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. ☐

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ITEM 5.07    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On June 20, 2023, SLM Corporation (the “Company”) held the 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 2024 Annual Meeting of Stockholders and until their successors have been duly elected or appointed.

						For												Against												Abstain												Broker Non-Votes
R. Scott Blackley									207,786,587												1,448,519									67,670												8,100,432
Paul G. Child									207,549,824												1,685,166									67,786												8,100,432
Mary Carter Warren Franke									203,076,149												6,158,059									68,568												8,100,432
Marianne M. Keler									201,517,302												7,717,801									67,673												8,100,432
Mark L. Lavelle									206,554,595												2,679,570									68,611												8,100,432
Ted Manvitz									206,666,803												2,531,960									104,013												8,100,432
Jim Matheson									204,293,362												4,939,824									69,590												8,100,432
Samuel T. Ramsey									207,756,490												1,477,695									68,591												8,100,432
Vivian C. Schneck-Last									204,249,640												4,949,347									103,789												8,100,432
Robert S. Strong									207,514,726												1,684,248									103,802												8,100,432
Jonathan W. Witter									207,710,557												1,480,197									112,022												8,100,432
Kirsten O. Wolberg									206,663,407												2,535,580									103,789												8,100,432

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
205,390,630						3,817,704						94,442						8,100,432

Proposal 3 – Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation. The Company’s stockholders selected 1 year as the preferred frequency for future advisory votes on executive compensation.

1 year						2 years						3 years						Abstain
201,073,755						64,612						8,092,062						72,347

In accordance with the Board of Directors’ recommendation and the voting results on this advisory proposal, the Company will hold an annual advisory vote to approve the compensation of its named executive officers.

Proposal 4 – 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, 2023.

For						Against						Abstain						Broker Non-Votes
216,431,894						887,657						83,657						—

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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 23, 2023			By:			/s/ Nicolas Jafarieh
						Nicolas Jafarieh
						Executive Vice President and Chief Legal, Government Affairs, and Communications Officer