8-K

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 26, 2023

Date of Report

(Date of Earliest Event Reported)

Synovus Financial Corp.

(Exact Name of Registrant as Specified in its Charter)

Georgia	1-10312	58-1134883
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1111 Bay Avenue, Suite 500, Columbus, Georgia 31901

(Address of principal executive offices) (Zip Code)

(706) 641-6500

(Registrant’s telephone number, including area code)

________________________________________________

(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	Name of each exchange on which registered
Common Stock, $1.00 Par Value	SNV	New York Stock Exchange
Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D	SNV-PrD	New York Stock Exchange
Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series E	SNV-PrE	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 5.07 Submission of Matters to a Vote of Security Holders.

The Company’s 2023 Annual Meeting of Shareholders was held on April 26, 2023. Following is a summary of the proposals that were submitted to the shareholders for approval and a tabulation of the votes with respect to each proposal.

Proposal 1

The following 11 nominees named in the proxy statement for the Company’s 2023 Annual Meeting of Shareholders were elected by majority vote.

Nominee	Votes For	Vote Against	Abstentions
Stacy Apter	112,830,245	474,612	135,539
Tim Bentsen	111,515,560	1,782,227	142,609
Kevin Blair	109,526,344	3,759,083	154,969
Pedro Cherry	112,200,983	1,095,339	144,074
John Irby	112,858,975	439,809	141,612
Diana M. Murphy	109,765,314	3,539,311	135,771
Harris Pastides	112,291,870	1,008,997	139,529
John L. Stallworth	112,310,246	982,797	147,353
Barry L. Storey	111,580,503	1,718,466	141,427
Alexandra Villoch	112,309,591	990,491	140,314
Teresa White	112,186,945	1,104,498	148,953

There were 20,002,286 broker non-votes for each director on this proposal.

Proposal 2

An advisory vote on the compensation of the Company’s named executive officers as determined by the Compensation and Human Capital Committee was approved.

Votes For	Votes Against	Abstentions	Broker Non-Votes
110,295,840	2,868,725	275,831	20,002,286

Proposal 3

The appointment of KPMG LLP as the Company’s independent auditor for the fiscal year ended December 31, 2023 was ratified.

Votes For	Votes Against	Abstentions	Broker Non-Votes
130,414,301	2,875,971	152,410	0

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Synovus has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SYNOVUS FINANCIAL CORP.
Date: April 27, 2023	By: /s/ Allan E. Kamensky
	Name: Allan E. Kamensky
	Title: Executive Vice President and General Counsel

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Cover Page	Apr. 26, 2023
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Apr. 26, 2023
Entity Registrant Name	Synovus Financial Corp.
Entity Incorporation, State or Country Code	GA
Entity File Number	1-10312
Entity Tax Identification Number	58-1134883
Entity Address, Address Line One	1111 Bay Avenue
Entity Address, Address Line Two	Suite 500
Entity Address, City or Town	Columbus
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	31901
City Area Code	706
Local Phone Number	641-6500
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	0000018349
Amendment Flag	false
Common Stock, $1.00 Par Value
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, $1.00 Par Value
Trading Symbol	SNV
Security Exchange Name	NYSE
Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D
Entity Information [Line Items]
Title of 12(b) Security	Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D
Trading Symbol	SNV-PrD
Security Exchange Name	NYSE
Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series E
Entity Information [Line Items]
Title of 12(b) Security	Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series E
Trading Symbol	SNV-PrE
Security Exchange Name	NYSE