Form 8-K - Current report

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

September 12, 2024

Date of Report

(Date of earliest event reported)

SYNCHRONY FINANCIAL

(Exact name of registrant as specified in its charter)

Delaware

001-36560

51-0483352

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification No.)


777 Long Ridge Road
Stamford,	Connecticut	06902
(Address of principal executive offices)		(Zip Code)

(203) 585-2400

(Registrant’s telephone number, including area code)

N/A

(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))

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 $0.001 per share	SYF	New York Stock Exchange
Depositary Shares Each Representing a 1/40th Interest in a Share of 5.625% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A	SYFPrA	New York Stock Exchange
Depositary Shares Each Representing a 1/40th Interest in a Share of 8.250% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B	SYFPrB	New York Stock Exchange

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 5.02			Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d)On September 12, 2024, the Board of Directors (the “Board”) of Synchrony Financial (the “Company”), elected Mr. Daniel Colao as a director of the Company and appointed him to serve on the Risk and Technology Committees of the Board, effective October 1, 2024.

Mr. Colao will participate in the same compensation program as each of the Company’s other independent, non-management directors. Under the program, Mr. Colao will receive annual compensation of $265,000, of which $100,000 will be paid in cash and $165,000 will be paid in Company restricted stock units. He will also receive additional annual cash compensation of $20,000 for service on the Risk Committee and $15,000 for service on the Technology Committee.

In connection with joining the Board, Mr. Colao entered into the Company’s standard form of indemnification agreement. The indemnification agreement provides Mr. Colao with contractual rights to indemnification and expense advancement rights under the Company’s bylaws, as well as contractual rights to additional indemnification as provided in the indemnification agreement. The form of indemnification agreement was previously filed with the Securities and Exchange Commission on August 1, 2014 as Exhibit 10.89 of Amendment No. 1 to the Company’s Registration Statement on Form S-1 (333-197244).

There are no arrangements or understandings between Mr. Colao and any other person pursuant to which he was selected as a director. There are no relationships or transactions to which Mr. Colao is a party that would require disclosure under Item 404(a) of Regulation S-K.

A copy of the press release announcing the election of Mr. Colao is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.


Item 9.01			Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are being furnished as part of this report:



Number						Description

99.1						Press Release dated September 17, 2024
104						The cover page from this Current Report on Form 8-K, formatted in 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.

SYNCHRONY FINANCIAL

Date: September 17, 2024

By:

/s/ Brian D. Doubles

Name:

Brian D. Doubles

Title:

President and Chief Executive Officer

Exhibit 99.1

NEWS RELEASE

Synchrony Names Dan Colao to Board of Directors
Seasoned executive deepens financial, risk and strategic expertise

STAMFORD, Conn. – September 17, 2024 – Synchrony Financial (NYSE: SYF), a premier consumer financial services company, today announced Daniel Colao, a retired financial services executive with over 30 years of industry experience, has been appointed to Synchrony’s Board of Directors, effective October 1, 2024.

“We’re thrilled to welcome Dan back to the Synchrony Board of Directors,” said Brian Doubles, President and Chief Executive Officer. Mr. Colao previously served on the Company’s Board from February 2014 to November 2015. “Dan has extensive expertise in financial services and consumer lending, and will provide valuable insights to the Board as the company navigates the economic environment and regulatory landscape.”

Mr. Colao most recently served as the Chief Financial Officer and Executive Advisor of GE Capital from 2017 until his retirement in June 2021. In this role, he was integral in the strategic repositioning of GE Capital, including the execution of multiple transactions to improve overall capital allocation, as well as actions to strengthen reserves, governance, and controls within the business division. Mr. Colao currently serves on the Advisory Board of AX Partners, a privately-held capital markets solutions provider.

“I am excited to re-join the Synchrony Board. I really respect their values-based culture and strong management team, as well as the dedication of the Board and management to the Company’s employees, customers, partners, and shareholders,” said Mr. Colao.

With the appointment of Mr. Colao, Synchrony’s Board of Directors will now consist of eleven members.

About Synchrony


Synchrony (NYSE: SYF) is a premier consumer financial services company delivering one of the industry’s most complete digitally-enabled product suites. Our experience, expertise and scale encompass a broad spectrum of industries including digital, health and wellness, retail, telecommunications, home, auto, outdoor, pet and more. We have an established and diverse group of national and regional retailers, local merchants, manufacturers, buying groups, industry associations and healthcare service providers, which we refer to as our “partners.” We connect our partners and consumers through our dynamic financial ecosystem and provide them with a diverse set of financing solutions and innovative digital capabilities to address their specific needs and deliver seamless, omnichannel experiences. We offer the right financing products to the right customers in their channel of choice. For more information, visit www.synchrony.com and Twitter: @Synchrony.

Contacts

Investor Relations:

Kathryn Miller

Synchrony

kathryn.miller@syf.com

(203) 585-6291

Media Relations:

Lisa Lanspery

Synchrony

lisa.lanspery@syf.com

(203) 585-6143

Cover	Sep. 12, 2024
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Sep. 12, 2024
Entity Registrant Name	SYNCHRONY FINANCIAL
Entity Incorporation, State or Country Code	DE
Entity File Number	001-36560
Entity Tax Identification Number	51-0483352
Entity Address, Address Line One	777 Long Ridge Road
Entity Address, Postal Zip Code	06902
Entity Address, State or Province	CT
Entity Address, City or Town	Stamford,
City Area Code	203
Local Phone Number	585-2400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001601712
Amendment Flag	false
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common stock, par value $0.001 per share
Trading Symbol	SYF
Security Exchange Name	NYSE
Series A Preferred Stock
Document Information [Line Items]
Title of 12(b) Security	Depositary Shares Each Representing a 1/40th Interest in a Share of 5.625% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A
Trading Symbol	SYFPrA
Security Exchange Name	NYSE
Series B Preferred Stock
Document Information [Line Items]
Title of 12(b) Security	Depositary Shares Each Representing a 1/40th Interest in a Share of 8.250% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B
Trading Symbol	SYFPrB
Security Exchange Name	NYSE