01—Abstract
Summary
Summary of the 8-K filed June 13, 2024. Cited figures are marked; the original filing is the authoritative source.
Synchrony Financial (SYF) reported on this Form 8-K the results of its 2024 Annual Meeting of Stockholders, held June 11, 2024, and several governance actions taken at that meeting.
Stockholders approved the Synchrony Financial 2024 Long-Term Incentive Plan, which replaces the Amended and Restated 2014 Long-Term Incentive Plan. The 2024 Plan reserves 27,500,000 shares of common stock for delivery and permits nonqualified and incentive stock options, stock appreciation rights, restricted stock and restricted stock units, other stock-based awards, dividend equivalents, and performance awards. The board had approved the plan on March 14, 2024, subject to stockholder approval, and the plan is described in the company's proxy statement filed April 25, 2024.
The company also filed its Second Amended and Restated Certificate of Incorporation with the Delaware Secretary of State on June 11, 2024, effective upon filing. The amendment extends the exculpation provision in Article VII to cover officers, subject to limitations, reflecting recent amendments to the Delaware General Corporation Law. Stockholders approved this charter amendment, with 310,932,035 votes for and 32,778,357 against.
All ten director nominees were elected, KPMG LLP was ratified as independent registered public accounting firm for 2024, and the advisory say-on-pay vote on named executive officer compensation passed, with 210,277,912 votes for and 132,618,868 against. The say-on-pay result shows a materially higher level of opposition than the other proposals, which investors may want to monitor.
02—Key points
Key Highlights
- Stockholders approved the Synchrony Financial 2024 Long-Term Incentive Plan at the June 11, 2024 Annual Meeting, with 328,100,056 votes for and 15,607,877 against, replacing the Amended and Restated 2014 Long-Term Incentive Plan.
- The 2024 Plan reserves 27,500,000 shares of common stock and covers officers, employees, non-employee directors, and consultants.
- The Second Amended and Restated Certificate of Incorporation took effect June 11, 2024, extending officer exculpation under Article VII as permitted by recent Delaware law changes.
- The charter amendment passed with 310,932,035 votes for and 32,778,357 against.
- The advisory vote on named executive officer compensation passed with 210,277,912 votes for and 132,618,868 against, with 14,632,270 broker non-votes.
- KPMG LLP was ratified as the independent registered public accounting firm for 2024, with 352,966,907 votes for and 5,398,391 against.
- All ten director nominees were elected, including Brian D. Doubles, Fernando Aguirre, Paget L. Alves, Kamila Chytil, Arthur W. Coviello, Jr., Roy A. Guthrie, Jeffrey G. Naylor, Bill Parker, Laurel J. Richie, and Ellen M. Zane.
03—Questions
Frequently Asked Questions
What is the Synchrony Financial 2024 Long-Term Incentive Plan and how many shares does it cover?
The 2024 Plan is an equity compensation plan that replaces the Amended and Restated 2014 Long-Term Incentive Plan. It reserves 27,500,000 shares of common stock, subject to adjustment provisions, and allows grants of nonqualified and incentive stock options, stock appreciation rights, restricted stock and restricted stock units, other stock-based awards, dividends and dividend equivalents, and performance awards.
How did stockholders vote on the 2024 Plan?
Stockholders approved the 2024 Plan with 328,100,056 votes for, 15,607,877 against, 219,568 abstentions, and 14,632,270 broker non-votes.
What changed in the company's certificate of incorporation?
The Second Amended and Restated Certificate of Incorporation, filed June 11, 2024, updates the exculpation provision in Article VII to cover officers, subject to limitations, as permitted under recent amendments to the Delaware General Corporation Law. Stockholders approved the amendment with 310,932,035 votes for and 32,778,357 against.
How did stockholders vote on executive compensation?
In the advisory say-on-pay vote, 210,277,912 votes were cast for, 132,618,868 against, and 1,030,721 abstained, with 14,632,270 broker non-votes. The proposal passed, but the number of votes against was substantially higher than on the other management proposals.
Who was elected to the board and who audits the company?
All ten director nominees named in the proxy statement were elected at the annual meeting. Stockholders also ratified KPMG LLP as the independent registered public accounting firm for 2024, with 352,966,907 votes for and 5,398,391 against.
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