SLM (SLM) 8-K Submission of Matters to a Vote of Security Holders

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): 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)

Registrant’s 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
Date: May 24, 2011	By:	/s/ Laurent C. Lutz
		Laurent C. Lutz
		Executive Vice President & General Counsel