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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 11, 2024
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
Depositary Shares Each Representing a 1/40th Interest in a Share of 8.250% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series BSYFPrBNew 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.
As described in Item 5.07 below, at the Synchrony Financial (the “Company”) 2024 Annual Meeting of Stockholders held on June 11, 2024, the Company’s stockholders approved the Synchrony Financial 2024 Long-Term Incentive Plan (the “2024 Plan”). The 2024 Plan was approved by the Company’s board of directors, subject to stockholder approval, on March 14, 2024, and replaces the Synchrony Financial Amended and Restated 2014 Long-Term Incentive Plan (the “Prior Plan”). The 2024 Plan is largely based on the Prior Plan, but with updates to the available shares and other administrative changes. The following paragraphs provide a summary of certain terms of the 2024 Plan.
Consistent with the Prior Plan, the purposes of the 2024 Plan are to encourage selected officers, employees, non-employee directors and consultants of the Company and its affiliates to acquire a proprietary interest in the growth and performance of the Company, to generate an increased incentive to contribute to the Company’s future success and prosperity, thus enhancing the value of the Company for the benefit of its stockholders, and to enhance the ability of the Company and its affiliates to attract and retain exceptionally qualified individuals upon whom, in large measure, the sustained progress, growth and profitability of the Company depend.
The 2024 Plan will govern awards to the Company’s officers, employees, non-employee directors, and consultants. Subject to the adjustment provisions under the 2024 Plan, there will be 27,500,000 shares of common stock reserved and available for delivery. Under the 2024 Plan, the Company may grant: (i) nonqualified stock options; (ii) incentive stock options (within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended); (iii) stock appreciation rights; (iv) restricted stock and restricted stock units; (v) other stock-based awards; (vi) dividends and dividend equivalents; and (vii) performance awards. The 2024 Plan is described in greater detail in the Company’s definitive proxy statement for the 2024 Annual Meeting of Stockholders (the “Proxy Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 25, 2024, under “Item 4—Approval of the Synchrony Financial 2024 Long-Term Incentive Plan.”
The foregoing description is qualified in its entirety by reference to the full text of the 2024 Plan, a copy of which is included as Exhibit 10.1 to this Current Report on 8-K and incorporated into this Item 5.02 by reference.

Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 11, 2024, the Company filed the Second Amended and Restated Certificate of Incorporation of the Company (the “Amended Charter”), with the Secretary of State of the State of Delaware, which became effective upon filing. The Amended Charter updates the exculpation provision in Article VII to cover officers, subject to limitations, as permitted under recent amendments to the Delaware General Corporation Law.
The foregoing description is qualified in its entirety by reference to the full text of the Amended Charter, a copy of which is included as Exhibit 3.1 to this Current Report on 8-K and incorporated into this Item 5.03 by reference.

Item 5.07Submission of Matters to a Vote of Security Holders.
The Company held its annual meeting of stockholders on June 11, 2024.
The stockholders elected all of the directors named in the Proxy Statement for the coming year; ratified the selection of KPMG LLP as our independent registered public accounting firm for 2024; approved our named executives’ compensation in an advisory vote; approved the Company’s 2024 Long-Term Incentive Plan; and approved an amendment to the Company’s Amended and Restated Certificate of Incorporation. The voting results for each of these proposals are detailed below.





A.      Election of Directors

FORAGAINSTABSTAINBROKER
NON-VOTES
Brian D. Doubles343,422,497334,355170,64914,632,270
Fernando Aguirre324,284,53119,257,521385,44914,632,270
Paget L. Alves334,669,5569,067,114190,83114,632,270
Kamila Chytil343,378,181383,202166,11814,632,270
Arthur W. Coviello, Jr.343,321,950428,449177,10214,632,270
Roy A. Guthrie340,362,3803,024,285540,83614,632,270
Jeffrey G. Naylor327,867,95313,742,8542,316,69414,632,270
Bill Parker337,105,2186,648,081174,20214,632,270
Laurel J. Richie326,331,46517,409,351186,68514,632,270
Ellen M. Zane339,096,1644,619,351211,98614,632,270


B.      Management Proposals
Ratification of Selection of KPMG LLP as Independent Registered Public Accounting Firm of the Company for 2024FORAGAINSTABSTAINBROKER
NON-VOTES
352,966,9075,398,391194,473N/A

Advisory Vote to Approve Named Executive Officer CompensationFORAGAINSTABSTAINBROKER
NON-VOTES
210,277,912132,618,8681,030,72114,632,270

Approval of the Synchrony Financial 2024 Long-Term Incentive PlanFORAGAINSTABSTAINBROKER
NON-VOTES
328,100,05615,607,877219,56814,632,270

Approval of an Amendment to the Company’s Amended and Restated Certificate of Incorporation to Reflect Recently Amended Delaware Law Provisions Regarding Officer ExculpationFORAGAINSTABSTAINBROKER
NON-VOTES
310,932,03532,778,357217,10914,632,270

Item 9.01Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being furnished as part of this report: 

Number  Description
  
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: June 13, 2024
By:
/s/ Jonathan Mothner
Name:
Jonathan Mothner
Title:
Executive Vice President, Chief Risk and Legal Officer