Edgar Filing: SLM CORP

SLM CORPORATION

Date: June 26, 2018

/s/ Nicolas Jafarieh

Nicolas Jafarieh

Senior Vice President and General Counsel

Form 8-K

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 21, 2018

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 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 21, 2018, SLM Corporation (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). As of the close of business on April 25, 2018, the record date for the Annual Meeting, 435,221,198 shares of common stock, par value $.20 per share, were outstanding and entitled to vote. At the Annual Meeting, 403,429,375, or approximately 92.69%, 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 2019 Annual Meeting of Stockholders and until their successors have been duly elected or appointed.


	For		Against		Abstain		Broker Non-Votes
Paul G. Child		386,965,568		363,378		958,032		15,142,397
Carter Warren Franke		386,564,611		765,068		957,299		15,142,397
Earl A. Goode		384,172,044		3,157,526		957,408		15,142,397
Marianne M. Keler		386,549,610		783,053		954,315		15,142,397
Jim Matheson		386,551,263		777,682		958,033		15,142,397
Jed H. Pitcher		386,562,415		766,754		957,809		15,142,397
Frank C. Puleo		386,323,398		1,005,647		957,933		15,142,397
Raymond J. Quinlan		383,454,152		3,875,201		957,625		15,142,397
Vivian C. Schneck-Last		386,927,263		405,142		954,573		15,142,397
William N. Shiebler		385,670,337		1,658,717		957,924		15,142,397
Robert S. Strong		386,964,970		363,976		958,032		15,142,397
Kirsten O. Wolberg		386,529,053		803,332		954,593		15,142,397

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
357,993,692	29,226,065	1,067,221	15,142,397

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, 2018.


For	Against	Abstain	Broker Non-Votes
400,079,458	2,362,306	987,611	–

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.