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 18, 2017
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))

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
o




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.    ¨






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

a)
The Company held its annual meeting of stockholders on May 18, 2017.

b)
The stockholders elected all of the directors named in the proxy statement for the coming year; approved our named executives’ compensation in an advisory vote; approved the adoption of the amendment to the Synchrony Financial 2014 Long-Term Incentive Plan and re-approved the performance measures; and ratified the selection of KPMG LLP as our independent registered public accounting firm for 2017. The voting results for each of these proposals are detailed below.


A.      Election of Directors
 
For
Against
Abstain
Non-Votes
Margaret M. Keane
680,441,785
323,399
1,564,134
39,448,189
Paget L. Alves
674,056,043
6,689,973
1,583,302
39,448,189
Arthur W. Coviello, Jr.
680,409,942
328,108
1,591,268
39,448,189
William W. Graylin
679,002,118
1,742,210
1,584,990
39,448,189
Roy A. Guthrie
680,437,993
307,599
1,583,726
39,448,189
Richard C. Hartnack
662,582,384
2,729,682
1,589,709
39,448,189
Jeffrey G. Naylor
678,007,661
2,783,525
1,583,132
39,448,189
Laurel J. Richie
671,974,587
8,782,329
1,572,402
39,448,189
Olympia J. Snowe
670,253,212
10,505,800
1,570,306
39,448,189

B.      Management Proposals
 
For
Against
Abstain
Non-Votes
Advisory Vote to Approve Named Executive Officer Compensation
658,889,637
21,527,131
1,912,550
39,448,189
Vote to Approve the Adoption of the Amendment to the Synchrony Financial 2014 Long-Term Incentive Plan and Re-approval of Performance Measures
646,301,426
34,278,106
1,749,786
39,448,189
Ratification of Selection of KPMG LLP as Independent Registered Public Accounting Firm of the Company for 2017
718,683,084
1,447,562
1,646,861
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 22, 2017
 
 
 
By:
 
/s/ Jonathan Mothner
 
 
 
 
Name:
 
Jonathan Mothner
 
 
 
 
Title:
 
Executive Vice President, General Counsel and Secretary