SLM Corporation filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$SLM
Finance: Consumer Services
Finance
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 17, 2025
(Exact name of registrant as specified in its charter)
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Registrant's telephone number, including area code: (302 ) 451-0200
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
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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:
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 ☐
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ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
At the 2025 Annual Meeting of Stockholders of SLM Corporation (the “Company”) held on June 17, 2025 (the “Annual Meeting”), the Company’s stockholders approved the SLM Corporation 2025 Employee Stock Purchase Plan (the “2025 ESPP”). The Board of Directors of the Company had previously approved the 2025 ESPP, subject to stockholder approval at the Annual Meeting.
A description of the material terms and conditions of the 2025 ESPP is contained in detail in the Company’s Definitive Proxy Statement on Schedule 14A for the Annual Meeting, which was filed with the Securities and Exchange Commission (the “SEC”) on April 28, 2025 (the “Proxy Statement”) under the heading “Proposal 2 - Approval of the SLM Corporation 2025 Employee Stock Purchase Plan”, and is incorporated herein by reference. The foregoing description is qualified in its entirety by reference to the full text of the 2025 ESPP, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On June 17, 2025, the Company held the Annual Meeting. 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 13 directors, each for a one-year term, to serve until their successors have been duly elected or appointed.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||||||||||||||||||||
| Janaki Akella | 179,170,483 | 9,272,260 | 60,815 | 6,905,267 | ||||||||||||||||||||||||||||||||||
| R. Scott Blackley | 187,592,121 | 842,600 | 68,837 | 6,905,267 | ||||||||||||||||||||||||||||||||||
| Mary Carter Warren Franke | 183,625,411 | 4,817,232 | 60,915 | 6,905,267 | ||||||||||||||||||||||||||||||||||
| Daniel Greenstein | 188,340,814 | 101,537 | 61,207 | 6,905,267 | ||||||||||||||||||||||||||||||||||
| Henry F. Greig | 188,336,940 | 105,982 | 60,636 | 6,905,267 | ||||||||||||||||||||||||||||||||||
| Mark L. Lavelle | 185,461,594 | 2,981,675 | 60,289 | 6,905,267 | ||||||||||||||||||||||||||||||||||
| Christopher T. Leech | 187,468,429 | 972,901 | 62,228 | 6,905,267 | ||||||||||||||||||||||||||||||||||
| Ted Manvitz | 187,492,021 | 950,332 | 61,205 | 6,905,267 | ||||||||||||||||||||||||||||||||||
| Jim Matheson | 179,883,118 | 8,370,255 | 250,185 | 6,905,267 | ||||||||||||||||||||||||||||||||||
| Gary Millerchip | 188,189,617 | 252,732 | 61,209 | 6,905,267 | ||||||||||||||||||||||||||||||||||
| Vivian C. Schneck-Last | 185,878,827 | 2,516,781 | 107,950 | 6,905,267 | ||||||||||||||||||||||||||||||||||
| Jonathan W. Witter | 187,661,678 | 781,590 | 60,290 | 6,905,267 | ||||||||||||||||||||||||||||||||||
| Kirsten O. Wolberg | 185,906,399 | 2,489,137 | 108,022 | 6,905,267 | ||||||||||||||||||||||||||||||||||
Proposal 2 – Approval of the 2025 ESPP. The Company’s stockholders approved the 2025 ESPP, including the number of shares of Common Stock of the Company authorized for issuance under the 2025 ESPP.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 187,835,306 | 649,887 | 18,365 | 6,905,267 | |||||||||||||||||
Proposal 3 – 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 | |||||||||||||||||
| 186,740,059 | 1,659,282 | 104,217 | 6,905,267 | |||||||||||||||||
Proposal 4 – 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, 2025.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 194,303,062 | 1,046,138 | 59,625 | — | |||||||||||||||||
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
Exhibit Number | Description | |||||||
| 10.1 | ||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) | |||||||
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 20, 2025 | By: | /s/ Nicolas Jafarieh | ||||||
| Nicolas Jafarieh | ||||||||
| Executive Vice President and Chief Legal, Government Affairs, and Communications Officer | ||||||||