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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
April 1, 2022
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,Connecticut06902
(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))
Securities Registered Pursuant to Section 12(b) of the Act:



Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value $0.001 per shareSYFNew 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 ASYFPrANew 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).
Emerging growth company
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 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Holders.

On Friday, April 1, 2022, the Board of Directors (the “Board”) of Synchrony Financial (the “Company”), based on the recommendation of the Nominating and Corporate Governance Committee of the Board, elected Ms. Kamila Chytil as a director of the Company. A copy of the press release announcing the election of Ms. Chytil is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Ms. Chytil will participate in the same compensation program as each of the Company’s other independent, non-management directors. Under the program, Ms. Chytil will receive annual compensation of $265,000, of which $100,000 will be paid in cash and $165,000 will be paid in Company restricted stock units.

In connection with joining the Board, Ms. Chytil entered into the Company’s standard form of indemnification agreement. The indemnification agreement provides Ms. Chytil with contractual rights to indemnification and expense advancement rights under the Company’s bylaws, as well as contractual rights to additional indemnification as provided in the indemnification agreement. The form of indemnification agreement was previously filed with the Securities and Exchange Commission on August 1, 2014 as Exhibit 10.89 of Amendment No. 1 to the Company’s Registration Statement on Form S-1 (333-197244).
 
Item 9.01Financial Statements and Exhibits.
(d) Exhibits
Number  Description
99.1  Synchrony Financial Press Release dated April 4, 2022
104The cover page from this Current Report on Form 8-K, formatted in Inline XBRL





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: April 5, 2022
By:
/s/ Jonathan Mothner
Name:
Jonathan Mothner
Title:
Executive Vice President, General Counsel and Secretary




EXHIBIT INDEX
 
Number  Description
104The cover page from this Current Report on Form 8-K, formatted in Inline XBRL