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Registrant's telephone number, including area code: (i302) i451-0200
(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
iCommon stock, par value $.20 per share
iSLM
iThe
NASDAQ Global Select Market
iFloating Rate Non-Cumulative Preferred Stock, Series B, par value $.20 per share
iSLMBP
iThe
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:
i☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐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 companyi☐
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.
At the Annual Meeting of Stockholders (the “Annual Meeting”) of SLM Corporation (the “Company”) held on Tuesday, June 8, 2021, the Company’s stockholders approved the SLM Corporation 2021 Omnibus Incentive Plan (the “2021 Plan”). The 2021 Plan had previously been approved by the Company’s Board of Directors, subject to stockholder approval. The 2021 Plan provides for grants of stock options (both nonqualified and incentive stock options), stock appreciation
rights, restricted stock units, performance awards, dividend equivalents and other cash- and stock-based awards to the Company’s employees and non-employee directors.
The principal features of the 2021 Plan are described in detail under “Proposal 2 –Approval of the 2021 Plan” of the Company’s Definitive Proxy Statement on Schedule 14A for the Annual Meeting filed by the Company with the Securities and Exchange Commission (the “SEC”) on April 22, 2021, as amended and supplemented by Amendment No. 1 to the Definitive Proxy Statement on Schedule 14A filed with the SEC on May
19, 2021 (the “Proxy Statement”). The description of the principal features of the 2021 Plan included in the Proxy Statement is incorporated by reference in this Current Report on Form 8-K.
The foregoing description of the principal features of the 2021 Plan is qualified in its entirety by reference to the full text of the 2021 Plan, which is filed as Exhibit 10.1 and incorporated by reference in this Current Report on Form 8-K.
ITEM 5.07
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On
June 8, 2021, the Company held 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 2022 Annual Meeting of Stockholders and until their successors have been duly elected or appointed.
For
Against
Abstain
Broker
Non-Votes
Paul G. Child
278,744,015
320,564
85,458
14,627,877
Mary
Carter Warren Franke
273,168,604
5,899,434
81,999
14,627,877
Marianne M. Keler
278,691,202
380,344
78,491
14,627,877
Mark
L. Lavelle
273,116,616
5,947,753
85,668
14,627,877
Ted Manvitz
278,737,395
327,135
85,507
14,627,877
Jim
Matheson
273,159,676
5,905,381
84,980
14,627,877
Frank C. Puleo
278,667,847
396,776
85,414
14,627,877
Vivian
C. Schneck-Last
278,755,893
311,777
82,367
14,627,877
William N. Shiebler
272,573,706
6,451,553
124,778
14,627,877
Robert
S. Strong
278,740,352
324,681
85,004
14,627,877
Jonathan W. Witter
278,746,980
320,049
83,008
14,627,877
Kirsten
O. Wolberg
261,063,733
18,004,075
82,229
14,627,877
Proposal 2 – Approval of the 2021 Plan. The Company’s stockholders approved the 2021 Plan, including the number of shares of Common Stock of the
Company authorized for issuance under the 2021 Plan.
For
Against
Abstain
Broker
Non-Votes
264,225,218
14,878,556
46,263
14,627,877
Proposal 3 – 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
262,202,277
16,705,321
242,439
14,627,877
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, 2021.
Cover Page Interactive Data File (formatted as Inline XBRL)
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.
