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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 earliest event reported): November 26, 2007
SLM
CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE
(State or other jurisdiction
of formation)
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001-13251
(Commission File Numbers)
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52-2013874
(I.R.S. employer
Identification No.) |
12061 Bluemont Way
Reston, VA 20190
(Address of registrants principal executive offices) (zip code)
Registrants
telephone number including area code: (703) 810-3000
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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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communication pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communication pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 26, 2007, the Board of Directors of SLM Corporation (the Corporation) appointed
Albert L. Lord as Executive Chairman of the Corporation. In this role, Mr. Lord assumes principal executive management
responsibility for the Corporation and continues to serve as Chairman of the Board. Mr. C.E. Andrews continues
to serve as Chief Executive Officer and reports to Mr. Lord.
Mr. Lord has served as Chairman of the Board since March 2005. In addition, since March 2005 he has been a member of
Seneca Ridge Management, LLC, a private investment company. Prior to that time, Mr. Lord served as Vice Chairman and Chief
Executive Officer of the Corporation, beginning in 1997. He held various executive officer positions with the
Corporations predecessor, the Student Loan Marketing Association, from 1981 to 1994. Mr. Lord also serves on the board of
Bearing Point, Inc.
Also, on November 26, 2007, the independent members of the Board
approved the compensation package recommended by the
Compensation and Personnel Committee for Mr. Lords service as Executive Chairman for a two-year period. Mr. Lords
compensation will consist of annualized cash compensation of $3 million and a stock appreciation right that may be settled
partially or entirely in cash covering 4.5 million shares of the Corporations common stock. The material terms of the award
are as follows. The exercise price for the award is $46.00 per share, a substantial premium to the closing price for the
Corporations common stock of $36.87 per share on November 26, 2007. Twenty percent of the award vests upon the share
price trading for 10 consecutive days at or above $52.00 per share on or before November 26, 2009, 100 percent of the award
vests upon the share price trading for 10 consecutive days at or
above $60.00 per share on or before November 26, 2009, and vesting is interpolated on a straight line basis if the share price
trades for 10 consecutive days between $52.00 per share and $60.00 per share (for example, 50 percent
of the award vests if the share price trades at $55.00 per share for 10 consecutive days.) To the extent the
award does not vest based on the trading price, it will be forfeited. To the
extent vested, exercisability of the award generally is delayed until
after November 26, 2009. The award does not vest upon termination of employment or upon
a change in control of the Corporation.
Mr. Lord is not eligible for compensation under the Corporations Incentive Compensation Plan. Mr. Lord
will participate in the Corporations benefit programs on the same terms and conditions as other officers.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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SLM CORPORATION |
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By: /s/ ROBERT S. LAVET |
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Name: Robert S. Lavet |
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Title: Senior Vice President and
General Counsel |
Dated: November 28, 2007