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): May 24, 2012
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) 283-8000
(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)) |
Item 5.07 Submission of Matters to a Vote of Security Holders.
SLM Corporation (the “Company”) held its 2012 Annual Meeting of Shareholders on May 24, 2012. At the meeting, the following proposals were submitted to a vote of our shareholders, with the voting results indicated below:
Proposal 1 – Election of Directors. Our shareholders elected the following 15 directors to hold office until the 2013 annual meeting of shareholders and until their successors have been duly elected or appointed.
| For | Against | Abstain | Broker Non-Votes |
|||||||||||||
| Ann Torre Bates |
428,923,539 | 6,352,647 | 223,102 | 16,068,919 | ||||||||||||
| William M. Diefenderfer, III |
430,092,529 | 5,224,912 | 181,847 | 16,068,919 | ||||||||||||
| Diane Suitt Gilleland |
428,348,657 | 6,971,759 | 178,872 | 16,068,919 | ||||||||||||
| Earl A. Goode |
429,871,446 | 5,446,036 | 181,806 | 16,068,919 | ||||||||||||
| Ronald F. Hunt |
429,161,179 | 6,156,633 | 181,476 | 16,068,919 | ||||||||||||
| Albert L. Lord |
429,782,823 | 5,535,729 | 180,736 | 16,068,919 | ||||||||||||
| Barry A. Munitz |
429,797,791 | 5,522,110 | 179,387 | 16,068,919 | ||||||||||||
| Howard H. Newman |
434,208,478 | 1,061,624 | 229,186 | 16,068,919 | ||||||||||||
| A. Alexander Porter, Jr. |
429,298,337 | 5,956,006 | 244,945 | 16,068,919 | ||||||||||||
| Frank C. Puleo |
433,659,437 | 1,600,611 | 239,240 | 16,068,919 | ||||||||||||
| Wolfgang Schoellkopf |
428,520,148 | 6,742,250 | 236,890 | 16,068,919 | ||||||||||||
| Steven L. Shapiro |
429,497,070 | 5,821,878 | 180,340 | 16,068,919 | ||||||||||||
| J. Terry Strange |
433,617,036 | 1,696,528 | 185,724 | 16,068,919 | ||||||||||||
| Anthony P. Terracciano |
433,279,625 | 2,016,278 | 203,385 | 16,068,919 | ||||||||||||
| Barry L. Williams |
430,670,284 | 4,647,721 | 181,283 | 16,068,919 | ||||||||||||
Proposal 2 – Approval of SLM Corporation 2012 Omnibus Incentive Plan. Our shareholders approved the 2012 Omnibus Incentive Plan.
| For | Against | Abstain | Broker Non-Votes |
|||||||||||
| 415,109,183 | 19,939,400 | 450,705 | 16,068,919 | |||||||||||
Proposal 3 – Approval of the Amended and Restated SLM Corporation Employee Stock Purchase Plan. Our shareholders approved the Amended and Restated Employee Stock Purchase Plan.
| For | Against | Abstain | Broker Non-Votes |
|||||||||||
| 432,170,817 | 1,506,130 | 1,822,341 | 16,068,919 | |||||||||||
Proposal 4 – Advisory Vote on Executive Compensation. Our shareholders approved, by an advisory vote, the compensation of our named executive officers.
| For | Against | Abstain | Broker Non-Votes |
|||||||||||
| 430,131,423 | 3,014,510 | 2,353,355 | 16,068,919 | |||||||||||
Proposal 5 – Ratification of the Appointment of KPMG LLP. Our shareholders ratified the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2012.
| For | Against | Abstain | Broker Non-Votes |
|||||||||||
| 447,162,124 | 4,184,814 | 221,269 | 0 | |||||||||||
Item 8.01 Other Events.
On May 24, 2012, our board of directors approved an additional $400 million to be utilized in the Company’s ongoing share repurchase program previously announced in January 2012.
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: May 29, 2012 | By: | /s/ Laurent C. Lutz | ||
| Laurent C. Lutz | ||||
| Executive Vice President & General Counsel | ||||