SLM (SLM) investors approve directors, executive pay and KPMG at 2026 annual meeting

Rhea-AI Filing Summary

SLM Corporation reported the results of its Annual Meeting of Stockholders held on June 16, 2026. Stockholders elected 13 directors to one-year terms, with each nominee receiving strong majority support and similar voting levels across the slate.

Stockholders also approved, on an advisory basis, the compensation of the company’s named executive officers, with approximately 170.7 million votes in favor versus a smaller number against or abstaining. In addition, stockholders ratified the appointment of KPMG LLP as independent registered public accounting firm for the year ending December 31, 2026, with over 177.6 million votes cast in favor and relatively few votes against or abstaining.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Say-on-pay For votes: 170,670,199 votes Say-on-pay Against votes: 935,936 votes Say-on-pay Abstain votes: 147,872 votes +5 more

8 metrics

Say-on-pay For votes 170,670,199 votes Advisory vote on executive compensation

Say-on-pay Against votes 935,936 votes Advisory vote on executive compensation

Say-on-pay Abstain votes 147,872 votes Advisory vote on executive compensation

Say-on-pay broker non-votes 7,131,823 votes Advisory vote on executive compensation

Auditor ratification For votes 177,679,238 votes Ratification of KPMG LLP for 2026

Auditor ratification Against votes 1,027,672 votes Ratification of KPMG LLP for 2026

Auditor ratification Abstain votes 178,920 votes Ratification of KPMG LLP for 2026

Example director For votes 171,316,912 votes Election of director R. Scott Blackley

Key Terms

Annual Meeting of Stockholders, advisory vote on executive compensation, independent registered public accounting firm, broker Non-Votes

4 terms

Annual Meeting of Stockholders financial

"On June 16, 2026, SLM Corporation ... held the Annual Meeting of Stockholders (the "Annual Meeting")."

advisory vote on executive compensation financial

"Proposal 2 – Advisory Vote on Executive Compensation. The Company’s stockholders approved..."

A non-binding shareholder vote allowing investors to approve or reject the pay packages and compensation policies for a company’s top executives. It matters because the outcome tells the board whether owners are satisfied with executive pay and can prompt changes in policy or leadership much like a customer survey prompts a company to adjust its product — signaled approval can support management credibility, while rejection may increase scrutiny and affect investor confidence.

independent registered public accounting firm financial

"ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026."

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

broker Non-Votes financial

"For | Against | Abstain | Broker Non-Votes 170,670,199 | 935,936 | 147,872 | 7,131,823"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

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Understanding 8-K Material Events →

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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

Date of Report (Date of earliest event reported): June 16, 2026

SLM CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

001-13251

52-2013874

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

300 Continental Drive

Newark,

Delaware

19713

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code: (302) 451-4911

(Former name or former address, if changed since last report)

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 $.20 per share			SLM			The NASDAQ Global Select Market
Floating Rate Non-Cumulative Preferred Stock, Series B, par value $.20 per share			SLMBP			The NASDAQ Global Select Market

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))

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.

On June 16, 2026, SLM Corporation (the "Company") held the Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, the following proposals were submitted to a vote of the Company’s stockholders, with the voting results indicated below:

Proposal 1 – Election of Directors. The Company’s stockholders elected the following 13 directors, each for a one-year term, to serve until their successors have been duly elected or appointed.

						For									Against												Abstain									Broker Non-Votes
Janaki Akella									163,005,066									8,635,493												113,448						7,131,823
R. Scott Blackley									171,316,912									322,872												114,223						7,131,823
Mary Carter Warren Franke									170,207,121									1,428,200												118,686						7,131,823
Daniel Greenstein									171,310,860									330,607												112,540						7,131,823
Henry F. Greig									171,319,278									321,341												113,388						7,131,823
Mark L. Lavelle									170,407,798									1,233,673												112,536						7,131,823
Christopher T. Leech									171,308,247									333,210												112,550						7,131,823
Ted Manvitz									171,309,412									330,953												113,642						7,131,823
Jim Matheson									164,941,960									6,693,275												118,772						7,131,823
Gary Millerchip									171,317,365									323,463												113,179						7,131,823
Vivian C. Schneck-Last									170,309,431									1,325,629												118,947						7,131,823
Jonathan W. Witter									171,306,613									333,370												114,024						7,131,823
Kirsten O. Wolberg									170,692,848									927,053												134,106						7,131,823

Proposal 2 – Advisory Vote on Executive Compensation. The Company’s stockholders approved, by an advisory vote, the compensation of its named executive officers.

For						Against						Abstain						Broker Non-Votes
170,670,199						935,936						147,872						7,131,823

Proposal 3 – Ratification of the Appointment of KPMG LLP. The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.

For						Against						Abstain						Broker Non-Votes
177,679,238						1,027,672						178,920						—

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.

                        

						SLM CORPORATION
Date: June 18, 2026			By:			/s/ Nicolas Jafarieh
						Nicolas Jafarieh
						Executive Vice President and Chief Legal, Government Affairs, and Communications Officer

FAQ

What did SLM (SLM) stockholders vote on at the 2026 annual meeting?

Stockholders voted on three main items: electing 13 directors to one‑year terms, an advisory approval of named executive officer compensation, and ratifying KPMG LLP as the independent registered public accounting firm for the year ending December 31, 2026.

Were SLM (SLM) director nominees elected at the June 2026 annual meeting?

Yes. All 13 SLM director nominees were elected to one‑year terms. Each director received a strong majority of votes cast, with results showing large "For" totals and relatively small "Against" and "Abstain" counts, plus broker non‑votes reported for each nominee.

How did SLM (SLM) stockholders vote on executive compensation in 2026?

Stockholders approved SLM’s named executive officer compensation in an advisory vote. There were 170,670,199 votes "For," 935,936 "Against," and 147,872 "Abstain," with 7,131,823 broker non‑votes, indicating broad but not unanimous support for the company’s pay practices.

Did SLM (SLM) stockholders ratify KPMG as auditor for 2026?

Yes. Stockholders ratified KPMG LLP as SLM’s independent registered public accounting firm for the year ending December 31, 2026, with 177,679,238 votes "For," 1,027,672 "Against," and 178,920 "Abstain," and no broker non‑votes reported on this proposal.

What are broker non-votes in the SLM (SLM) 2026 voting results?

Broker non‑votes are shares held by brokers that were not instructed on certain proposals. For SLM’s director elections and executive compensation advisory vote, 7,131,823 broker non‑votes were reported, while the auditor ratification proposal showed no broker non‑votes.

Filing Exhibits & Attachments

4 documents

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