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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
June 17, 2025
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)) |
Securities Registered Pursuant to Section 12(b) of the Act:
| | | | | | | | |
| 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 |
| Depositary Shares Each Representing a 1/40th Interest in a Share of 8.250% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B | SYFPrB | 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 5.07 | Submission of Matters to a Vote of Security Holders. |
The 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Synchrony Financial (the “Company”) was held on June 17, 2025.
At the Annual Meeting, the Company’s stockholders elected all of the directors named in the Proxy Statement for the coming year; ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for 2025; and approved the compensation of the Company’s named executive officers in an advisory vote. The voting results for each of these proposals are detailed below.
A. Election of Directors
| | | | | | | | | | | | | | | | | | | | | | | |
| FOR | | AGAINST | | ABSTAIN | | BROKER
NON-VOTES |
| Brian D. Doubles | 319,104,255 | | 1,193,691 | | 198,998 | | 17,343,574 |
| Fernando Aguirre | 274,715,536 | | 45,169,733 | | 611,675 | | 17,343,574 |
| Paget L. Alves | 306,092,437 | | 13,794,844 | | 609,663 | | 17,343,574 |
| Kamila Chytil | 319,870,703 | | 435,706 | | 190,535 | | 17,343,574 |
| Daniel Colao | 317,838,077 | | 2,461,951 | | 196,916 | | 17,343,574 |
| Arthur W. Coviello, Jr. | 318,890,471 | | 1,411,072 | | 195,401 | | 17,343,574 |
| Roy A. Guthrie | 318,942,842 | | 1,358,540 | | 195,562 | | 17,343,574 |
| Jeffrey G. Naylor | 308,541,262 | | 10,744,737 | | 1,210,945 | | 17,343,574 |
| Bill Parker | 305,608,002 | | 14,694,113 | | 194,829 | | 17,343,574 |
| Laurel J. Richie | 303,477,144 | | 16,420,091 | | 599,709 | | 17,343,574 |
| Ellen M. Zane | 317,108,460 | | 3,175,246 | | 213,238 | | 17,343,574 |
B. Management Proposals
| | | | | | | | | | | | | | | | | | | | | | | |
| Ratification of Selection of KPMG LLP as Independent Registered Public Accounting Firm of the Company for 2025 | FOR | | AGAINST | | ABSTAIN | | BROKER
NON-VOTES |
| 331,638,509 | | 5,998,222 | | 203,787 | | N/A |
| | | | | | | | | | | | | | | | | | | | | | | |
| Advisory Vote to Approve Named Executive Officer Compensation | FOR | | AGAINST | | ABSTAIN | | BROKER
NON-VOTES |
| 287,651,058 | | 29,750,603 | | 3,095,283 | | 17,343,574 |
| | | | | |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
The following exhibits are being furnished as part of this report:
| | | | | | | | |
| | |
| Number | | Description |
| |
| 104 | | The 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.
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| | | | | | |
| | | | SYNCHRONY FINANCIAL |
| | | |
Date: June 20, 2025 | | | | By: | | /s/ Jonathan Mothner |
| | | | Name: | | Jonathan Mothner |
| | | | Title: | | Executive Vice President, Chief Risk and Legal Officer |