Edgar Filing: SLM CORP

SLM CORPORATION

Date: June 27, 2016

/s/ Laurent C. Lutz

Laurent C. Lutz

Executive Vice President, General Counsel &

Corporate Secretary

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 27, 2016 (June 23, 2016)

SLM CORPORATION

(Exact name of registrant as specified in its charter)


Delaware	001-13251	52-2013874
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	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))

ITEM 5.07

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On June 23, 2016, SLM Corporation (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). As of the close of business on April 25, 2016, the record date for the Annual Meeting, 427,929,949 shares of common stock, par value $.20 per share, were outstanding and entitled to vote. At the Annual Meeting, 410,943,270, or approximately 96.03%, 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 2017 Annual Meeting of Stockholders and until their successors have been duly elected or appointed.


	For		Against		Abstain		Broker Non-Votes
Paul G. Child		395,759,240		1,710,058		82,108		13,391,864
Carter Warren Franke		394,430,083		3,040,242		81,081		13,391,864
Earl A. Goode		390,308,033		7,161,434		81,939		13,391,864
Ronald F. Hunt		391,751,540		5,717,557		82,309		13,391,864
Marianne M. Keler		394,973,951		2,495,735		81,720		13,391,864
Jim Matheson		394,426,078		3,043,266		82,062		13,391,864
Jed H. Pitcher		394,422,653		3,046,660		82,093		13,391,864
Frank C. Puleo		395,225,887		2,243,265		82,254		13,391,864
Raymond J. Quinlan		390,984,333		6,484,026		83,047		13,391,864
Vivian C. Schneck-Last		395,754,429		1,714,694		82,283		13,391,864
William N. Shiebler		394,421,284		3,047,844		82,278		13,391,864
Robert S. Strong		395,757,048		1,711,864		82,494		13,391,864

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
346,347,168	51,026,972	177,266	13,391,864

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, 2016.


For	Against	Abstain	Broker Non-Votes
404,623,144	5,658,879	661,247	—

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.