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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 8, 2021

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)

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.

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.
For Against Abstain Broker Non-Votes
289,938,474 3,661,018 178,422 -






ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS.

(d)     Exhibits










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 11, 2021 By: /s/ Nicolas Jafarieh
Nicolas Jafarieh
Senior Vice President, Chief Legal, Government Affairs, and Communications Officer


                

    




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