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Synchrony Financial (NYSE: SYF) investors back board, KPMG and pay

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(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Synchrony Financial reported the results of its 2026 Annual Meeting of Stockholders held on June 24, 2026. Stockholders elected all 12 director nominees, each receiving over 287 million votes in favor with relatively small opposition and abstentions, plus 15,567,869 broker non-votes on each director item.

Stockholders also ratified KPMG LLP as the company’s independent registered public accounting firm for 2026, with 305,208,523 votes for, 4,899,874 against and 116,965 abstentions. In addition, the advisory vote to approve named executive officer compensation passed with 273,729,776 votes for, 18,945,741 against, 1,981,976 abstentions and 15,567,869 broker non-votes.

Positive

  • None.

Negative

  • None.
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, and exhibit attachments filed with this report.
Votes for CEO Brian D. Doubles 293,609,542 votes Election of directors at 2026 Annual Meeting
Votes for KPMG LLP ratification 305,208,523 votes Ratification of 2026 independent registered public accounting firm
Votes against KPMG LLP ratification 4,899,874 votes Ratification of 2026 independent registered public accounting firm
Say-on-pay votes for 273,729,776 votes Advisory vote to approve named executive officer compensation
Say-on-pay votes against 18,945,741 votes Advisory vote to approve named executive officer compensation
Broker non-votes on director items 15,567,869 shares Each director election and say-on-pay proposal
broker non-votes financial
"FOR | AGAINST | ABSTAIN | BROKER NON-VOTES"
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.
independent registered public accounting firm financial
"KPMG LLP as Independent Registered Public Accounting Firm of the Company for 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.
Advisory Vote to Approve Named Executive Officer Compensation financial
"Advisory Vote to Approve Named Executive Officer Compensation"
Annual Meeting of Stockholders financial
"The 2026 Annual Meeting of Stockholders (the “Annual Meeting”)"
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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
June 24, 2026
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 5.07Submission of Matters to a Vote of Security Holders.
The 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Synchrony Financial (the “Company”) was held on June 24, 2026.
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 2026; 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

FORAGAINSTABSTAINBROKER
NON-VOTES
Brian D. Doubles293,609,542951,07196,88015,567,869
Fernando Aguirre288,027,6836,511,967117,84315,567,869
Paget L. Alves290,845,1273,537,781274,58515,567,869
Kamila Chytil293,543,115407,225707,15315,567,869
Daniel Colao294,114,497430,072112,92415,567,869
Arthur W. Coviello, Jr.292,895,3161,613,895148,28215,567,869
Deborah Ellinger294,337,456213,370106,66715,567,869
Roy A. Guthrie293,058,9021,485,081113,51015,567,869
Jeffrey G. Naylor287,970,0366,569,242118,21515,567,869
Bill Parker291,416,3693,127,776113,34815,567,869
Laurel J. Richie290,205,2854,180,255271,95315,567,869
Ellen M. Zane293,263,7991,274,919118,77515,567,869


B.      Management Proposals
Ratification of Selection of KPMG LLP as Independent Registered Public Accounting Firm of the Company for 2026FORAGAINSTABSTAINBROKER
NON-VOTES
305,208,5234,899,874116,9650

Advisory Vote to Approve Named Executive Officer CompensationFORAGAINSTABSTAINBROKER
NON-VOTES
273,729,77618,945,7411,981,97615,567,869


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 25, 2026
By:
/s/ Jonathan Mothner
Name:
Jonathan Mothner
Title:
Executive Vice President, Chief Risk and Legal Officer


Source: View Original Filing on SEC EDGAR

FAQ

What did Synchrony Financial (SYF) stockholders decide at the 2026 Annual Meeting?

Stockholders elected all 12 director nominees, ratified KPMG LLP as independent auditor for 2026, and approved the advisory vote on named executive officer compensation. Each item received strong majority support, with only limited votes against or abstaining on the proposals.

How did Synchrony Financial (SYF) shareholders vote on the 2026 director slate?

Shareholders elected all nominated directors, each receiving at least 287,970,036 votes for. Opposition and abstentions were comparatively small, and each director item included 15,567,869 broker non-votes, indicating broad but not unanimous support for the company’s board composition for the coming year.

Was KPMG LLP ratified as Synchrony Financial’s 2026 auditor and by what margin?

Yes. Stockholders ratified KPMG LLP as independent registered public accounting firm for 2026 with 305,208,523 votes for, 4,899,874 against and 116,965 abstentions. There were no broker non-votes, showing strong support for continuing the existing external audit relationship.

How did Synchrony Financial (SYF) shareholders vote on executive compensation (say-on-pay)?

In the advisory vote on named executive officer compensation, 273,729,776 shares voted for, 18,945,741 against and 1,981,976 abstained, with 15,567,869 broker non-votes. This outcome indicates a clear majority of shares present supported the company’s current executive pay program.

Were there significant broker non-votes at Synchrony Financial’s 2026 Annual Meeting?

Yes. For the election of each director and the advisory vote on executive compensation, there were 15,567,869 broker non-votes. Broker non-votes occur when brokers lack authority to vote uninstructed shares on non-routine proposals, but these shares still count for quorum purposes.

Filing Exhibits & Attachments

4 documents

Other Documents