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
May 19, 2016
Date of Report
(Date of earliest event reported)
 
SYNCHRONY FINANCIAL
(Exact name of registrant as specified in its charter)
 

Delaware
 
001-36560
 
51-0483352
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)

777 Long Ridge Road, Stamford, Connecticut
 
06902
(Address of principal executive offices)
 
(Zip Code)
(203) 585-2400
(Registrant’s telephone number, including area code)
N/A
(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))






Item 5.07
Submission of Matters to a Vote of Security Holders.

a)
The Company held its annual meeting of stockholders on May 19, 2016.

b)
The stockholders elected all of the directors named in the proxy statement for the coming year; approved our named executive officers’ compensation in an advisory vote; and ratified the selection of KPMG LLP as our independent registered public accounting firm for 2016. The voting results for each of these proposals are detailed below.

A.      Election of Directors
 
For
Against
Abstain
Non-Votes
1. Margaret M. Keane
664,901,658
417,851
929,764
48,336,355
2. Paget L. Alves
664,848,715
464,664
935,894
48,336,355
3. Arthur W. Coviello, Jr.
664,886,992
425,102
937,179
48,336,355
4. William W. Graylin
664,889,316
424,770
935,187
48,336,355
5. Roy A. Guthrie
664,108,137
1,206,531
934,605
48,336,355
6. Richard C. Hartnack
662,582,384
2,729,682
937,207
48,336,355
7. Jeffrey G. Naylor
664,872,025
439,687
937,561
48,336,355
8. Laurel J. Richie
664,824,510
487,566
937,197
48,336,355
9. Olympia J. Snowe
662,451,829
2,874,681
922,763
48,336,355

B.      Management Proposals
 
For
Against
Abstain
Non-Votes
Advisory Vote to Approve Named Executive Officer Compensation
625,393,492
33,404,988
7,450,793
48,336,355
Ratification of Selection of KPMG LLP as Independent Registered Public Accounting Firm of the Company for 2016
713,132,320
453,166
1,000,142
N/A







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.

 
 
 
 
 
 
 
 
 
 
 
SYNCHRONY FINANCIAL
 
 
 
 
Date: May 23, 2016
 
 
 
By:
 
/s/ Jonathan Mothner
 
 
 
 
Name:
 
Jonathan Mothner
 
 
 
 
Title:
 
Executive Vice President, General Counsel and Secretary