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
April 23, 2021 (April 21, 2021)
Date of Report
(Date of Earliest Event Reported)
Synovus Financial Corp.
(Exact Name of Registrant as Specified in its Charter)
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| Georgia | 1-10312 | 58-1134883 |
| (State of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1111 Bay Avenue, Suite 500, Columbus, Georgia 31901
(Address of principal executive offices) (Zip Code)
(706) 641-6500
(Registrant’s telephone number, including area code)
________________________________________________
(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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Common Stock, $1.00 Par Value | SNV | New York Stock Exchange |
| Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D | SNV-PrD | New York Stock Exchange |
| Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series E | SNV-PrE | New York Stock Exchange |
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 ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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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. |
As previously announced, on April 21, 2021 in conjunction with the 2021 Annual Meeting of Shareholders of Synovus Financial Corp. (the “Company”) , Kevin S. Blair succeeded Kessel D. Stelling as Chief Executive and President of the Company, with Mr. Stelling moving into the role of Executive Chairman of the Company. As a part of this transition, the Company’s Board of Directors increased Mr. Blair’s base salary from $695,250 to $950,000, effective immediately.
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| Item 5.07 | | Submission of Matters to a Vote of Security Holders. |
The Company’s 2021 Annual Meeting of Shareholders was held on April 21, 2021. Following is a summary of the proposals that were submitted to the shareholders for approval and a tabulation of the votes with respect to each proposal.
Proposal 1
The following 13 nominees named in the proxy statement for the Company’s 2021 Annual Meeting of Shareholders were elected by majority vote.
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| Nominee | Votes For | Vote Against | Abstentions |
| Tim E. Bentsen | 112,318,894 | 592,543 | 134,634 |
| Kevin Blair | 112,656,377 | 257,808 | 131,886 |
| F. Dixon Brooke, Jr. | 112,328,659 | 582,631 | 134,781 |
| Stephen T. Butler | 111,891,497 | 1,023,797 | 130,777 |
| Elizabeth W. Camp | 109,928,382 | 2,991,775 | 125,914 |
| Pedro Cherry | 112,660,540 | 249,305 | 136,226 |
| Diana M. Murphy | 112,273,831 | 644,343 | 127,897 |
| Harris Pastides | 112,269,139 | 637,511 | 139,421 |
| Joseph J. Prochaska, Jr. | 112,092,462 | 820,721 | 132,888 |
| John L. Stallworth | 112,286,502 | 628,662 | 130,907 |
| Kessel D. Stelling, Jr. | 111,914,736 | 1,001,002 | 130,333 |
| Barry L. Storey | 111,943,905 | 971,010 | 131,156 |
| Teresa White | 112,428,443 | 486,356 | 131,272 |
There were 20,963,786 broker non-votes for each director on this proposal.
Proposal 2
The Synovus Financial Corp. 2021 Employee Stock Purchase Plan was approved.
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| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 112,518,482 | 440,595 | 86,994 | 20,963,786 |
Proposal 3
They Synovus Financial Corp. 2021 Director Stock Purchase Plan was approved.
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| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 112,284,573 | 602,454 | 159,044 | 20,963,786 |
Proposal 4
The Synovus Financial Corp. 2021 Omnibus Plan was approved.
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| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 109,425,769 | 3,338,120 | 282,182 | 20,963,786 |
Proposal 5
An advisory vote on the compensation of the Company’s named executive officers as determined by the Compensation Committee was approved.
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| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 110,008,470 | 2,753,200 | 284,401 | 20,963,786 |
Proposal 6
The appointment of KPMG LLP as the Company’s independent auditor for the fiscal year ended December 31, 2021 was ratified.
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| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 131,461,737 | 2,391,011 | 157,109 | 0 |
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Synovus has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| SYNOVUS FINANCIAL CORP. |
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| Date: April 23, 2021 | By: /s/ Allan E. Kamensky |
| Name: Allan E. Kamensky |
| Title: Executive Vice President and General Counsel |
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