Form 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 29, 2015 (June 25, 2015)

 

 

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)

 

 

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 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

On June 25, 2015, the stockholders of SLM Corporation (the “Company”) approved an amendment to the Company’s Amended and Restated By-Laws adopting a proxy access provision. Specifically, the new Section 9 of Article II of the Amended and Restated By-Laws permits any stockholder, or group of no more than 20 stockholders, owning 3 percent or more of the Company’s outstanding common stock continuously for at least the previous three years, and who complies with other requirements set forth in Section 9 of Article II, to include one director nominee in the Company’s proxy statement for its annual meeting of stockholders, with the maximum number of stockholder-nominated candidates not to exceed 25 percent of the number of seats on the Board of Directors to be filled in the annual election.

One June 25, 2015, the Board of Directors of the Company approved an amendment to the advance notice window provision in Section 8 of Article II of the By-Laws for director nominations and other business to not earlier than the close of business on the 120th day nor later than the close of business on the 90th day prior to the anniversary date of the immediately preceding annual meeting of stockholders. Section 8 of Article II of the By-Laws previously provided for an advance notice window of between 120 days and 60 days prior to the anniversary date of the immediately preceding annual meeting of stockholders. This amendment, related to the aforementioned proxy access provision, was previously described to our stockholders in the proxy access proposal set forth in the Company’s definitive proxy statement dated May 5, 2015.

The foregoing brief descriptions of the amendments to the Company’s By-Laws are qualified in their entirety by the full text of the Company’s By-Laws, as amended and restated, a copy of which is being filed as Exhibit 3.2 hereto and incorporated herein by reference.

 

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On June 25, 2015, the Company held its Annual Meeting of Stockholders (the “Annual Meeting”). As of the close of business on April 27, 2015, the record date for the Annual Meeting, 425,684,479 shares of common stock, par value $.20 per share, were outstanding and entitled to vote. At the Annual Meeting, 409,528,727, or approximately 96.20%, of the outstanding shares of common stock entitled to vote were represented in person or by proxy. 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 12 directors to hold office until the 2016 Annual Meeting of Stockholders and until their successors have been duly elected or appointed.

 

     For      Against      Abstain      Broker Non-Votes  

Paul G. Child

      394,516,236         986,704         214,567         13,811,220   

Carter Warren Franke

      391,690,536         3,817,302         209,669         13,811,220   

Earl A. Goode

      388,040,229         7,473,074         204,204         13,811,220   

Ronald F. Hunt

      387,583,609         7,929,513         204,385         13,811,220   

Marianne M. Keler

      393,311,766         2,199,724         206,017         13,811,220   

Jim Matheson

      391,826,474         3,680,749         210,284         13,811,220   

Jed H. Pitcher

      391,483,042         4,025,956         208,509         13,811,220   

Frank C. Puleo

      394,142,528         1,365,820         209,159         13,811,220   

Raymond J. Quinlan

      387,076,810         6,753,401         1,887,296         13,811,220   

Vivian C. Schneck-Last

      394,450,515         1,058,299         208,693         13,811,220   

William N. Shiebler

      354,317,595         41,191,665         208,247         13,811,220   

Robert S. Strong

      394,510,641         997,638         209,228         13,811,220   

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

343,661,193    51,796,294    260,020    13,811,220

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, 2015.

 

For

   

Against

   

Abstain

   

Broker Non-Votes

405,874,609    3,412,487    241,631    N/A

Proposal 4 – Approval of Amendment to the Amended and Restated By-Laws of the Company relating to Proxy Access. The Company’s stockholders approved the proposal regarding the amendment to the Amended and Restate By-Laws of the Company relating to Proxy Access.

 

For

   

Against

   

Abstain

   

Broker Non-Votes

364,472,417    30,957,346    287,744    13,811,220

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit

No.

    Description
3.2*    Amended and Restated By-Laws of SLM Corporation, effective June 25, 2015

 

* Filed herewith.

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 29, 2015 By:  

/s/ Laurent C. Lutz

Laurent C. Lutz

Executive Vice President, General Counsel &

Corporate Secretary

EXHIBIT INDEX

 

Exhibit No.    Description
3.2*    Amended and Restated By-Laws of SLM Corporation, effective June 25, 2015

 

* Filed herewith.