Current Report Filing (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, 2022

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 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On June 21, 2022, SLM Corporation (the “Company”) held the Annual Meeting of Stockholders (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 11 directors to hold office until the 2023 Annual Meeting of Stockholders and until their successors have been duly elected or appointed.


	For		Against		Abstain	Broker Non-Votes

Paul G. Child		237,503,136		286,346	75,563	9,508,818
Mary Carter Warren Franke		236,893,085		898,999	72,961	9,508,818
Marianne M. Keler		212,621,336		25,170,531	73,178	9,508,818
Mark L. Lavelle		235,808,846		1,980,419	75,780	9,508,818
Ted Manvitz		237,480,896		281,769	102,380	9,508,818
Jim Matheson		233,412,788		4,376,072	76,185	9,508,818
Samuel T. Ramsey		237,577,910		184,756	102,379	9,508,818
Vivian C. Schneck-Last		233,626,302		4,165,327	73,416	9,508,818
Robert S. Strong		237,498,717		289,680	76,648	9,508,818
Jonathan W. Witter		237,493,538		295,360	76,147	9,508,818
Kirsten O. Wolberg		237,216,206		575,164	73,675	9,508,818

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
234,599,803	3,053,017	212,225	9,508,818

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, 2022.


For	Against	Abstain	Broker Non-Votes
245,716,474	1,565,693	91,696	—

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 27, 2022	By:	/s/ Nicolas Jafarieh
		Nicolas Jafarieh
		Executive Vice President and Chief Legal, Government Affairs, and Communications Officer