UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

 

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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to Be Held on May 21, 2015.

 

   

 

Meeting Information

  

SYNCHRONY FINANCIAL

 

  Meeting Type:          Annual Meeting

 

 

  For holders as of:    March 26, 2015

 

 

  Date:    May 21, 2015       Time:   11:00  A.M., Eastern Time

 

 
  Location: Meeting live via the internet-please visit  
www.virtualshareholdermeeting.com/SYF2015  

 

The company will be hosting the meeting live via the internet this year. To attend the meeting via the internet please visit www.virtualshareholdermeeting.com/SYF2015 and be sure to have the information that is printed in the box marked by the arrow LOGO (located on the following page).

 

 

You are receiving this communication because you hold shares in the company named above.

SYNCHRONY FINANCIAL

777 LONG RIDGE ROAD

STAMFORD, CT 06902

 

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the internet. You may view the proxy materials online at www.proxyvote.com, scan the QR Barcode on the reverse side, or easily request a paper copy (see reverse side).
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We encourage you to access and review all of the important information contained in the proxy materials before voting.

 

 

See the reverse side of this notice to obtain proxy materials and voting instructions.

 


Before You Vote

How to Access the Proxy Materials

 

 

 

Proxy Materials Available to VIEW or RECEIVE:

 

 

NOTICE AND PROXY STATEMENT             ANNUAL REPORT

 

 

How to View Online:

 
Have the information that is printed in the box marked by the arrow LOGO (located on the following page) and visit: www.proxyvote.com, or scan the QR Barcode below.  

 

How to Request and Receive a PAPER or E-MAIL Copy:

 

 

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

 

 

                             1) BY INTERNET:

 

  www.proxyvote.com

 
                            2) BY TELEPHONE:   1-800-579-1639  
                            3) BY  E-MAIL*:   sendmaterial@proxyvote.com  

 

*      If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow LOGO (located on the following page) in the subject line.

 
 

 

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 7, 2015 to facilitate timely delivery.

 

 

 

 

How To Vote

 

Please Choose One of the Following Voting Methods

 

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Vote By Internet:

 

Before The Meeting:

 

Go to www.proxyvote.com or from a smart phone, scan the QR Barcode above. Have the information that is printed in the box marked by the arrow LOGO (located on the following page) available and follow the instructions.

 

During The Meeting:

 

Go to www.virtualshareholdermeeting.com/SYF2015. Have the information that is printed in the box marked by the arrow LOGO (located on the following page) available and follow the instructions.

 
 

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

 

 
 

Vote By Telephone: You can vote by telephone by requesting a paper copy of the materials, which will include a proxy card that will provide instructions on how to vote via telephone.

 

 

 


Voting Items

 

The Board of Directors recommends a vote FOR all

nominees and FOR Items 2, 4, 5 and 6. The Board
recommends a vote for EVERY YEAR in Item 3.

 

1. Election of Directors 3. Advisory Vote on Frequency of the Vote to Approve Named Executive Officers’ Compensation

 

Nominees:

1a.

 

1b.

 

1c.

 

1d.

 

1e.

 

1f.

 

1g.

 

1h.

 

1i.

Margaret M. Keane

 

William H. Cary

 

Daniel O. Colao

 

Alexander Dimitrief

 

Anne Kennelly Kratky

 

Dmitri L. Stockton

 

Roy A. Guthrie

 

Richard C. Hartnack

 

Jeffrey G. Naylor

4. Approval of the Synchrony Financial Annual Incentive Plan
5. Approval of the Synchrony Financial 2014 Long-Term Incentive Plan
6. Ratification of Selection of KPMG LLP as Independent Registered Public Accounting Firm of the Company for 2015
2. Advisory Vote to Approve Named Executive Officer
Compensation
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