UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 19, 2011
SLM CORPORATION
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation) |
001-13251 (Commission File Number) |
52-2013874 (I.R.S. Employer Identification No.) |
300 Continental Drive, Newark, Delaware | 19713 | |
(Address of principal executive offices) | (Zip Code) |
Registrants 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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | 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 held its 2011 Annual Meeting of Shareholders on May 19, 2011. 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 16 directors
to hold office until the 2012 annual meeting of shareholders and until their successors have been
duly elected or appointed.
Broker | ||||||||||||||||
For | Against | Abstain | Non-Votes | |||||||||||||
Ann Torre Bates |
442,525,531 | 7,872,382 | 191,470 | 21,357,144 | ||||||||||||
W. M. Diefenderfer III |
446,222,564 | 4,183,684 | 183,135 | 21,357,144 | ||||||||||||
Diane Suitt Gilleland |
445,497,954 | 4,904,647 | 186,782 | 21,357,144 | ||||||||||||
Earl A. Goode |
446,363,705 | 4,033,787 | 191,891 | 21,357,144 | ||||||||||||
Ronald F. Hunt |
446,298,611 | 4,129,099 | 161,673 | 21,357,144 | ||||||||||||
Albert L. Lord |
442,796,643 | 7,456,984 | 335,756 | 21,357,144 | ||||||||||||
Michael E. Martin |
448,432,968 | 1,955,991 | 200,424 | 21,357,144 | ||||||||||||
Barry A Munitz |
445,379,010 | 4,991,433 | 218,940 | 21,357,144 | ||||||||||||
Howard H. Newman |
448,846,668 | 1,567,080 | 175,635 | 21,357,144 | ||||||||||||
A. Alexander Porter, Jr. |
445,768,259 | 4,676,785 | 144,339 | 21,357,144 | ||||||||||||
Frank C. Puleo |
448,726,223 | 1,605,384 | 257,776 | 21,357,144 | ||||||||||||
Wolfgang Schoellkopf |
443,723,441 | 6,697,605 | 168,337 | 21,357,144 | ||||||||||||
Steven L. Shapiro |
445,418,770 | 4,953,336 | 217,277 | 21,357,144 | ||||||||||||
J. Terry Strange |
447,651,848 | 2,748,790 | 188,745 | 21,357,144 | ||||||||||||
Anthony P. Terracciano |
447,927,843 | 2,474,440 | 187,100 | 21,357,144 | ||||||||||||
Barry L. Williams |
432,986,443 | 17,421,274 | 181,666 | 21,357,144 |
Proposal 2 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 | |||||||||
440,734,595 |
6,138,972 | 3,715,816 | 21,357,144 |
Proposal 3 Advisory Vote on the Frequency of Future Advisory Votes on Executive
Compensation. Consistent with our Board of Directors recommendation, our shareholders
approved, by an advisory vote, an annual advisory vote on compensation of our named executive
officers. On May 19, 2011, following our annual meeting of shareholders, our Board of Directors
determined to hold future advisory votes on the compensation of our named executive officers on an
annual basis until we hold our next advisory vote on the frequency of such votes.
1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes | ||||||||||||
417,203,154 |
4,611,913 | 26,746,926 | 2,027,390 | 21,357,144 |
Proposal 4 Ratification of the Appointment of PricewaterhouseCoopers LLP. Our
shareholders ratified the appointment of PricewaterhouseCoopers LLP as our independent registered
public accounting firm for the year ending December 31, 2011.
For | Against | Abstain | Broker Non-Votes | |||||||||
465,886,334 |
5,881,990 | 178,203 | 0 |
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 |
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Date: May 24, 2011 | By: | /s/ Laurent C. Lutz | ||
Laurent C. Lutz | ||||
Executive Vice President & General Counsel | ||||