8-K

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

December 15, 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,	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

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

On December 15, 2022, Synchrony Financial announced that its Board of Directors (the "Board") approved the following events as part of a planned succession process, each effective April 3,2023:

•Margaret Keane, 62, Executive Chair of the Board, will retire.

•Jeffrey Naylor 63, will transition roles from Lead Independent Director to fully independent, non-executive Chair of the Board.

Ms. Keane was appointed Executive Chair of the Board in 2021 and has served as a director since 2013. Ms. Keane served as Synchrony's CEO from 2014 to 2021.

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

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is being furnished as part of this report:

Number	Description
99.1	Press Release dated December 15, 2022
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.

	SYNCHRONY FINANCIAL
Date: December 15, 2022	By:	/s/ Jonathan Mothner
	Name:	Jonathan Mothner
	Title:	Executive Vice President, General Counsel and Secretary

EXHIBIT INDEX

Number	Description
99.1	Press Release dated December 15, 2022
104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

EX-99.1

Exhibit 99.1

Synchrony Announces Planned Transition of Board Leadership

STAMFORD, Conn., December 15, 2022 -- Synchrony (NYSE: SYF) today announced Margaret Keane, Executive Chair of the Board of Directors of Synchrony has announced her intention to retire effective April 3, 2023. Jeffrey Naylor, who has served on Synchrony's Board since 2014 and has been Synchrony's Lead Independent Director since April 2021, will succeed Margaret and be named Chair of the Board of Directors.

Margaret was Synchrony's Chief Executive Officer since 2015 and has served as Executive Chair of the Board since April 2021. Today's announcement is part of Synchrony's long-term succession planning that ensures a seamless transition of leadership for the company and Board.

"On behalf of Synchrony I want to thank Margaret for all she has done for our people, partners, customers and company," said Brian Doubles, President and Chief Executive Officer, Synchrony. "Margaret’s leadership, dedication and contributions helped establish Synchrony as an essential financial services company – one that today is thriving, growing and living its values every day."

Naylor has been a member of the Synchrony Board since 2014. He has extensive management and business expertise, including as former Chief Financial Officer and Chief Administrative Officer at the TJX Companies, and as SVP and Chief Financial Officer at Big Lots. He also serves on the boards of Dollar Tree and Wayfair.

"Synchrony has long benefited from Jeff's invaluable experience, leadership and expertise," said Doubles. "During his tenure on our Board, Jeff has been active in engaging our people and teams and willing to lend his counsel, insights and advice. He has been a key partner and advisor as we continue to manage the company for the long-term."

"I look forward to deepening our work with Jeff and the entire Board as we focus on growing and diversifying our business, delivering best-in-class customer experiences and continuing to build on our great culture,” added Doubles.

About Synchrony

Synchrony (NYSE: SYF) is a premier consumer financial services company delivering one of the industry’s most complete digitally-enabled product suites. Our experience, expertise and scale encompass a broad spectrum of industries including digital, health and wellness, retail, telecommunications, home, auto, outdoor, pet and more. We have an established and diverse group of national and regional retailers, local merchants, manufacturers, buying groups, industry associations and healthcare service providers, which we refer to as our “partners.” We connect our partners and consumers through our dynamic financial ecosystem and provide them with a diverse set of financing solutions and innovative digital capabilities to address their specific needs and deliver seamless, omnichannel experiences. We offer the right financing products to the right customers in their channel of choice.

For more information, visit www.synchrony.com and Twitter: @Synchrony.

Contact:
Investor Relations

Kathryn Miller

InvestorRelations@syf.com

(203) 585-6291

Media Relations

Lisa Lanspery

Lisa.lanspery@syf.com

(203) 585-6143

XML

Cover	Dec. 15, 2022
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Dec. 15, 2022
Entity Registrant Name	SYNCHRONY FINANCIAL
Entity Incorporation, State or Country Code	DE
Entity File Number	001-36560
Entity Tax Identification Number	51-0483352
Entity Address, Address Line One	777 Long Ridge Road
Entity Address, Postal Zip Code	06902
Entity Address, State or Province	CT
Entity Address, City or Town	Stamford,
City Area Code	203
Local Phone Number	585-2400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001601712
Amendment Flag	false
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common stock, par value $0.001 per share
Trading Symbol	SYF
Security Exchange Name	NYSE
Series A Preferred Stock
Document Information [Line Items]
Title of 12(b) Security	Depositary Shares Each Representing a 1/40th Interest in a Share of 5.625% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A
Trading Symbol	SYFPrA
Security Exchange Name	NYSE