[8-K] SLM Corporation Reports Material Event

Rhea-AI Filing Summary

SLM Corporation’s Form 8-K details the outcomes of its 2025 Annual Meeting held on 17 June 2025. Shareholders re-elected all 13 directors for one-year terms, with support levels between roughly 97% and 100%, signalling strong investor confidence in current board oversight.

The meeting also approved the 2025 Employee Stock Purchase Plan (ESPP). The proposal received 187.8 million votes FOR, only 0.65 million AGAINST, and 18 thousand ABSTAIN, while 6.9 million broker non-votes were recorded. The ESPP, attached as Exhibit 10.1, authorises the issuance of additional shares for employee participation and was previously endorsed by the board subject to shareholder approval.

In an advisory “say-on-pay” vote, 97.2% of ballots supported executive compensation (186.7 million FOR vs. 1.66 million AGAINST). In addition, shareholders ratified KPMG LLP as independent registered public accounting firm for fiscal 2025 with 98.9% approval (194.3 million FOR, 1.05 million AGAINST).

No financial results, mergers, or other strategic transactions were disclosed. Consequently, the filing represents a routine corporate-governance update with limited immediate impact on revenue, earnings, or capital structure beyond the share issuance capacity created by the ESPP.

Positive

• Shareholders approved the 2025 Employee Stock Purchase Plan, enabling broader employee equity participation.
• All 13 directors were re-elected with strong majorities, indicating investor confidence in governance.
• KPMG LLP was ratified as independent auditor for 2025, maintaining audit continuity.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR Routine annual-meeting items passed with overwhelming support; signals board stability, minimal governance risk, limited near-term valuation impact.

Director Elections: All nominees secured at least 97% of votes cast, indicating strong shareholder endorsement and no activist pressure.
ESPP Approval: Widely supported benefit plan aligns employee and shareholder interests; potential dilution appears immaterial but bears monitoring once the share reserve is disclosed in Exhibit 10.1.
Say-on-Pay: 97% approval suggests compensation structure is acceptable to investors, reducing risk of future proxy dissent.
Auditor Ratification: KPMG reappointment maintains continuity; no auditor opposition signals absence of notable accounting concerns.
Overall, the filing reflects sound governance with no red flags. Impact rating: neutral.

Securities Analyst

TL;DR Governance housekeeping only; ESPP adds modest share overhang, otherwise no earnings or strategy data—unlikely to move SLM valuation.

The 8-K contains no operational or financial disclosures. The newly approved ESPP may incrementally increase the share count, but such plans typically cap dilution at low single-digit percentages and unfold over several years. Director election and auditor ratification outcomes were expected and remove near-term governance uncertainty. With no guidance, credit, or capital allocation updates, this event is not expected to affect consensus estimates or target prices.

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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 17, 2025

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) 451-0200

(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 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

At the 2025 Annual Meeting of Stockholders of SLM Corporation (the “Company”) held on June 17, 2025 (the “Annual Meeting”), the Company’s stockholders approved the SLM Corporation 2025 Employee Stock Purchase Plan (the “2025 ESPP”). The Board of Directors of the Company had previously approved the 2025 ESPP, subject to stockholder approval at the Annual Meeting.

A description of the material terms and conditions of the 2025 ESPP is contained in detail in the Company’s Definitive Proxy Statement on Schedule 14A for the Annual Meeting, which was filed with the Securities and Exchange Commission (the “SEC”) on April 28, 2025 (the “Proxy Statement”) under the heading “Proposal 2 - Approval of the SLM Corporation 2025 Employee Stock Purchase Plan”, and is incorporated herein by reference. The foregoing description is qualified in its entirety by reference to the full text of the 2025 ESPP, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On June 17, 2025, the Company held 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									179,170,483									9,272,260												60,815						6,905,267
R. Scott Blackley									187,592,121									842,600												68,837						6,905,267
Mary Carter Warren Franke									183,625,411									4,817,232												60,915						6,905,267
Daniel Greenstein									188,340,814									101,537												61,207						6,905,267
Henry F. Greig									188,336,940									105,982												60,636						6,905,267
Mark L. Lavelle									185,461,594									2,981,675												60,289						6,905,267
Christopher T. Leech									187,468,429									972,901												62,228						6,905,267
Ted Manvitz									187,492,021									950,332												61,205						6,905,267
Jim Matheson									179,883,118									8,370,255												250,185						6,905,267
Gary Millerchip									188,189,617									252,732												61,209						6,905,267
Vivian C. Schneck-Last									185,878,827									2,516,781												107,950						6,905,267
Jonathan W. Witter									187,661,678									781,590												60,290						6,905,267
Kirsten O. Wolberg									185,906,399									2,489,137												108,022						6,905,267

Proposal 2 – Approval of the 2025 ESPP. The Company’s stockholders approved the 2025 ESPP, including the number of shares of Common Stock of the Company authorized for issuance under the 2025 ESPP.

For						Against						Abstain						Broker Non-Votes
187,835,306						649,887						18,365						6,905,267

Proposal 3 – 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
186,740,059						1,659,282						104,217						6,905,267

Proposal 4 – 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, 2025.

For						Against						Abstain						Broker Non-Votes
194,303,062						1,046,138						59,625						—

ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit Number						Description
10.1						SLM Corporation 2025 Employee Stock Purchase Plan
104						Cover Page Interactive Data File (formatted as 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.

                        

						SLM CORPORATION
Date: June 20, 2025			By:			/s/ Nicolas Jafarieh
						Nicolas Jafarieh
						Executive Vice President and Chief Legal, Government Affairs, and Communications Officer

FAQ

What did SLM (SLM) shareholders vote on at the 2025 Annual Meeting?

They elected 13 directors, approved the 2025 ESPP, endorsed executive pay, and ratified KPMG as auditor.

How many votes supported SLM’s 2025 Employee Stock Purchase Plan?

187,835,306 votes were cast FOR, representing about 99.6% of votes cast (excluding broker non-votes).

Did the say-on-pay proposal pass for SLM Corporation in 2025?

Yes. 186,740,059 votes supported executive compensation versus 1,659,282 against.

Was there any change to SLM’s independent auditor for 2025?

No. Shareholders ratified KPMG LLP with 194,303,062 votes FOR.

Does the 8-K include SLM earnings or revenue data?

No. The filing is limited to governance matters; it contains no financial performance metrics.