[8-K] SYNCHRONY FINANCIAL Reports Material Event

Synchrony Financial (SYF) held its 2025 Annual Meeting of Stockholders on June 17, 2025, with several key matters put to shareholder vote.

Rhea-AI Filing Summary

Synchrony Financial (SYF) held its 2025 Annual Meeting of Stockholders on June 17, 2025, with several key matters put to shareholder vote. The meeting resulted in the following significant outcomes:

• Board Elections: All nominated directors were successfully elected, with Brian D. Doubles receiving strong support (319.1M votes in favor). Notable directors Kamila Chytil and Arthur W. Coviello Jr. also received overwhelming approval with over 318M votes each.
• Independent Auditor: Shareholders strongly approved KPMG LLP as the company's independent registered public accounting firm for 2025, with 331.6M votes in favor (97.8% approval).
• Executive Compensation: The advisory vote on named executive officer compensation passed with 287.7M votes in favor (89.7% of votes cast), showing strong shareholder support for the company's compensation practices.

The meeting demonstrated robust shareholder engagement with relatively low abstention rates across all proposals, indicating clear shareholder direction on corporate governance matters.

Positive

• Strong shareholder support for CEO Brian D. Doubles with 319.1M votes (98.6%) in favor of re-election
• High approval rate (90.6%) for named executive officer compensation, indicating shareholder satisfaction with management incentive structure

Negative

• Significant opposition to certain board members with Fernando Aguirre receiving 45.2M votes against (14.1% opposition) and Laurel J. Richie receiving 16.4M votes against (5.1% opposition)

8-K Event Classification

2 items: 5.07, 9.01

2 items

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.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

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Accepted by SEC EDGAR 06/20/2025 - 09:10 AM Learn about SEC filing dates

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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 17, 2025

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
Depositary Shares Each Representing a 1/40th Interest in a Share of 8.250% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B			SYFPrB			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 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Synchrony Financial (the “Company”) was held on June 17, 2025.

At the Annual Meeting, the Company’s stockholders elected all of the directors named in the Proxy Statement for the coming year; ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for 2025; and approved the compensation of the Company’s named executive officers in an advisory vote. The voting results for each of these proposals are detailed below.

A.      Election of Directors

			FOR						AGAINST						ABSTAIN						BROKER NON-VOTES
Brian D. Doubles			319,104,255						1,193,691						198,998						17,343,574
Fernando Aguirre			274,715,536						45,169,733						611,675						17,343,574
Paget L. Alves			306,092,437						13,794,844						609,663						17,343,574
Kamila Chytil			319,870,703						435,706						190,535						17,343,574
Daniel Colao			317,838,077						2,461,951						196,916						17,343,574
Arthur W. Coviello, Jr.			318,890,471						1,411,072						195,401						17,343,574
Roy A. Guthrie			318,942,842						1,358,540						195,562						17,343,574
Jeffrey G. Naylor			308,541,262						10,744,737						1,210,945						17,343,574
Bill Parker			305,608,002						14,694,113						194,829						17,343,574
Laurel J. Richie			303,477,144						16,420,091						599,709						17,343,574
Ellen M. Zane			317,108,460						3,175,246						213,238						17,343,574

B.      Management Proposals

Ratification of Selection of KPMG LLP as Independent Registered Public Accounting Firm of the Company for 2025

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

331,638,509

5,998,222

203,787

N/A

Advisory Vote to Approve Named Executive Officer Compensation			FOR						AGAINST						ABSTAIN						BROKER NON-VOTES
			287,651,058						29,750,603						3,095,283						17,343,574

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are being furnished as part of this report: 

Number						Description
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: June 20, 2025

By:

/s/ Jonathan Mothner

Name:

Jonathan Mothner

Title:

Executive Vice President, Chief Risk and Legal Officer