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 13, 2010
SLM CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE | | File No. 001-13251 | | 52-2013874 |
(State or other jurisdiction | | (Commission File Number) | | (IRS Employer |
of incorporation) | | | | Identification No.) |
12061 Bluemont Way, Reston, Virginia 20190
(Address if principal executive offices)(zip code)
Registrant’s telephone number, including area code:(703) 810-3000
Not Applicable
(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:
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o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 (the “Company”) held its annual shareholders’ meeting on May 13, 2010. At the annual meeting, our shareholders (i) elected each of the persons listed below to serve as a director of the Company for a term that will continue until the next annual meeting of shareholders or until his or her successor has been duly elected and qualified or the director’s earlier resignation, death or removal, (ii) approved the amendment to its equity compensation plans to allow a one-time stock option exchange program excluding directors and named executive officers, and (iii) ratified the appointment of PricewaterhouseCoopers LLP as its independent registered public accounting firm for 2010.
Our independent inspector of elections reported the vote of the shareholders as follows:
Proposal 1: Election of Directors.
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| | | | | | | | | | | BROKER | |
| | FOR | | | AGAINST | | | ABSTAIN | | | NON-VOTES | |
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Ann Torre Bates | | | 403,333,453 | | | | 10,120,563 | | | | 103,675 | | | | 25,791,504 | |
W. M. Diefenderfer III | | | 404,059,979 | | | | 9,401,062 | | | | 96,650 | | | | 25,791,504 | |
Diane Suitt Gilleland | | | 403,091,923 | | | | 10,381,492 | | | | 84,276 | | | | 25,791,504 | |
Earl A. Goode | | | 406,764,586 | | | | 6,697,387 | | | | 95,718 | | | | 25,791,504 | |
Ronald F. Hunt | | | 403,953,804 | | | | 9,515,051 | | | | 88,836 | | | | 25,791,504 | |
Albert L. Lord | | | 404,117,195 | | | | 9,355,269 | | | | 85,227 | | | | 25,791,504 | |
Michael E. Martin | | | 406,734,151 | | | | 6,707,218 | | | | 116,322 | | | | 25,791,504 | |
Barry A Munitz | | | 403,437,452 | | | | 10,010,279 | | | | 109,960 | | | | 25,791,504 | |
Howard H. Newman | | | 406,989,615 | | | | 6,451,787 | | | | 116,289 | | | | 25,791,504 | |
A. Alexander Porter, Jr. | | | 387,680,017 | | | | 25,788,140 | | | | 89,534 | | | | 25,791,504 | |
Frank C. Puleo | | | 407,008,775 | | | | 6,353,061 | | | | 195,855 | | | | 25,791,504 | |
Wolfgang Schoellkopf | | | 402,684,389 | | | | 10,766,856 | | | | 106,446 | | | | 25,791,504 | |
Steven L. Shapiro | | | 403,322,421 | | | | 10,143,393 | | | | 91,877 | | | | 25,791,504 | |
J. Terry Strange | | | 406,778,952 | | | | 6,684,165 | | | | 94,574 | | | | 25,791,504 | |
Anthony P. Terracciano | | | 406,984,938 | | | | 6,477,388 | | | | 95,365 | | | | 25,791,504 | |
Barry L. Williams | | | 403,456,169 | | | | 10,010,391 | | | | 91,131 | | | | 25,791,504 | |
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Proposal 2: Amendment to Equity Compensation Plans to Allow a One-Time Stock Option Exchange Program.
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Votes FOR | | | Votes AGAINST | | | Votes ABSTAIN | | | Non-Votes | |
| 365,654,973 | | | | 47,524,488 | | | | 378,230 | | | | 25,791,504 | |
Proposal 3: To ratify the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm.
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| | | | | | | | | Broker | |
Votes FOR | | | Votes AGAINST | | | Votes ABSTAIN | | | Non-Votes | |
| 433,417,398 | | | | 5,835,381 | | | | 96,416 | | | | 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.
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| SLM CORPORATION | |
Dated: May 19, 2010 | By: | /s/ Mark L. Heleen | |
| | Name: | Mark L. Heleen | |
| | Title: | Executive Vice President and General Counsel | |
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