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 23, 2019
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 23, 2019.
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; and ratified the selection of KPMG LLP as our independent registered public accounting firm for 2019. The voting results for each of these proposals are detailed below.

A.      Election of Directors

 
FOR
 
AGAINST
 
ABSTAIN
 
BROKER NON-VOTES
Margaret M. Keane
574,995,290
 
240,585
 
512,521
 
32,888,958
Paget L. Alves
567,984,071
 
7,228,181
 
536,144
 
32,888,958
Arthur W. Coviello, Jr.
574,982,581
 
234,969
 
530,846
 
32,888,958
William W. Graylin
574,265,260
 
219,392
 
1,263,744
 
32,888,958
Roy A. Guthrie
574,976,956
 
234,683
 
536,757
 
32,888,958
Richard C. Hartnack
553,126,032
 
22,090,392
 
531,972
 
32,888,958
Jeffrey G. Naylor
565,433,435
 
9,783,006
 
531,955
 
32,888,958
Laurel J. Richie
567,392,938
 
7,834,915
 
520,543
 
32,888,958
Olympia J. Snowe
566,621,557
 
7,871,315
 
1,255,524
 
32,888,958
Ellen M. Zane
567,479,945
 
7,736,721
 
531,730
 
32,888,958


B.      Management Proposals
 
For
Against
Abstain
Non-Votes
Advisory Vote to Approve Named Executive Officer Compensation
502,392,922
54,540,276
18,815,198
32,888,958
Ratification of Selection of KPMG LLP as Independent Registered Public Accounting Firm of the Company for 2018
606,427,530
890,070
1,319,754
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 29, 2019
 
 
 
By:
 
/s/ Jonathan Mothner
 
 
 
 
Name:
 
Jonathan Mothner
 
 
 
 
Title:
 
Executive Vice President, General Counsel and Secretary