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 11, 2019

SANTANDER CONSUMER USA HOLDINGS INC.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-36270	32-0414408
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1601 Elm St. Suite #800 Dallas, Texas		75201
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (214) 634-1110

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, $0.01 par value per share	SC	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 5.07.

Submission of Matters to a Vote of Security Holders

On June 11, 2019, the Annual Meeting of Stockholders (the “ Meeting ”) of Santander Consumer USA Holdings Inc. (the “ Company ”) was held in Dallas, Texas. As of the close of business on April 15, 2019, the record date for the Meeting, there were 351,781,132 shares of the Company’s common stock outstanding, with each share entitled to one vote on each matter presented for consideration at the Meeting. The holders of 343,846,741 shares of the Company’s common stock were present in person, or represented by proxy, at the Meeting. At the Meeting, the Company’s stockholders voted on the matters set forth below.

Proposal 1 – Company Proposal – Election of Directors. The Company’s stockholders elected all 10 individuals nominated for election as directors, as set forth in the Company’s proxy statement, dated April 30, 2019, to serve on the Company’s Board of Directors until the Company’s 2020 Annual Meeting of Stockholders. The following table sets forth the vote of the stockholders at the Meeting with respect to the election of directors:


Nominee	For	Withhold	Broker Non-Votes
Mahesh Aditya	310,945,933	28,658,238	4,242,570
José Doncel	310,939,634	28,664,537	4,242,570
Stephen A. Ferriss	270,276,484	69,327,687	4,242,570
Victor Hill	310,945,917	28,658,254	4,242,570
Edith E. Holiday	325,971,146	13,633,025	4,242,570
Javier Maldonado	260,072,502	79,531,669	4,242,570
Robert J. McCarthy	283,306,793	56,297,378	4,242,570
William F. Muir	281,421,581	58,182,590	4,242,570
Scott Powell	297,840,044	41,764,127	4,242,570
William Rainer	313,542,516	26,061,655	4,242,570

Proposal 2 – Company Proposal – Ratification of Independent Accountants. The Company’s stockholders voted on and approved the ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019. The following table sets forth the vote of the stockholders at the Meeting with respect to this proposal:


For	Against	Abstain
343,475,032	366,941	4,768

Proposal 3 – Stockholder Proposal – Request for the preparation and approval of a report related to the monitoring and management of certain risks related to vehicle lending. The Company’s stockholders voted and did not approve the proposal by the AFL-CIO Reserve Fund requesting the preparation and approval of a report related the monitoring and management of certain risks related to vehicle lending. The following table sets forth the vote of the stockholders at the Meeting with respect to this proposal:


For	Against	Abstain	Broker Non-Votes
38,461,703	301,055,039	87,429	4,242,570

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 thereunto duly authorized.