Current Report Filing (8-k)
June 12 2019 - 4:09PM
Edgar (US Regulatory)
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)
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Delaware
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001-36270
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32-0414408
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(State or other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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1601 Elm St. Suite #800
Dallas, Texas
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75201
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants 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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.01 par value per share
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SC
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New York Stock Exchange
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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.
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Submission of Matters to a Vote of Security Holders
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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 Companys 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 Companys common stock were present in person, or represented by proxy, at the Meeting. At the Meeting, the Companys stockholders
voted on the matters set forth below.
Proposal 1
Company Proposal
Election of Directors.
The
Companys stockholders elected all 10 individuals nominated for election as directors, as set forth in the Companys proxy statement, dated April 30, 2019, to serve on the Companys Board of Directors until the Companys
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:
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Nominee
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For
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Withhold
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Broker Non-Votes
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Mahesh Aditya
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310,945,933
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28,658,238
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4,242,570
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José Doncel
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310,939,634
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28,664,537
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4,242,570
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Stephen A. Ferriss
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270,276,484
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69,327,687
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4,242,570
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Victor Hill
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310,945,917
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28,658,254
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4,242,570
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Edith E. Holiday
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325,971,146
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13,633,025
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4,242,570
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Javier Maldonado
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260,072,502
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79,531,669
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4,242,570
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Robert J. McCarthy
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283,306,793
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56,297,378
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4,242,570
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William F. Muir
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281,421,581
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58,182,590
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4,242,570
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Scott Powell
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297,840,044
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41,764,127
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4,242,570
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William Rainer
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313,542,516
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26,061,655
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4,242,570
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Proposal 2 Company Proposal Ratification of Independent Accountants.
The Companys
stockholders voted on and approved the ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Companys 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:
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For
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Against
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Abstain
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343,475,032
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366,941
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4,768
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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 Companys 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:
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For
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Against
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Abstain
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Broker Non-Votes
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38,461,703
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301,055,039
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87,429
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4,242,570
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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.
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SANTANDER CONSUMER USA HOLDINGS INC.
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Date: June 12, 2019
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By:
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/s/ Christopher Pfirrman
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Christopher Pfirrman
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Chief Legal Officer
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