syf-20210111

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)

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))


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.001 per share	SYF	New York Stock Exchange
Depositary Shares Each Representing a 1/40th Interest in a Share of 5.625% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A	SYFPrA	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).

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 5.02			Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Holders.

On January 11, 2021, as part of a planned succession process, the Board of Directors (the “Board”) of Synchrony Financial (“Synchrony”) approved the following events, each effective April 1, 2021:

•Margaret Keane, 61, Synchrony’s Chief Executive Officer (“CEO”), will transition roles from CEO to Executive Chair of the Board.

•Brian Doubles, 45, Synchrony’s President, will succeed Ms. Keane to become President and CEO, and will join the Board as a director.

•Rick Hartnack, 75, Non-Executive Chair of the Board, will retire.

•Jeffrey Naylor, 62, will become Lead Independent Director of the Board.

Ms. Keane was appointed Synchrony’s President and CEO in 2014 and has served as a director since 2013. Ms. Keane previously served as President and CEO of the North American retail finance business of the General Electric Company (“GE”) from 2011 to 2014.

Mr. Doubles has been Synchrony’s President since May 2019. He previously served as Synchrony’s Executive Vice President and Chief Financial Officer (“CFO”) from 2014 to 2019 and as CFO of GE’s North American retail finance business from 2009 to 2014.

A copy of the press release announcing these events is attached hereto as Exhibit 99.1.

The following exhibits are being furnished as part of this report:



Number						Description

99.1						Synchrony Financial Press Release dated January 12, 2021
104						The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

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: January 12, 2021

By:

/s/ Jonathan Mothner

Name:

Jonathan Mothner

Title:

Executive Vice President, General Counsel and Secretary



Number						Description

99.1						Synchrony Financial Press Release dated January 12, 2021
104						The cover page from this Current Report on Form 8-K, formatted in Inline XBRL


Item 9.01			Financial Statements and Exhibits.