SLM CORPORATION (NASDAQ:ISM) Files An 8-K Submission of Matters to a Vote of Security Holders

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SLM CORPORATION (NASDAQ:ISM) Files An 8-K Submission of Matters to a Vote of Security Holders

ITEM5.07

SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS.

On June22, 2017, SLM Corporation (the Company) held its Annual
Meeting of Stockholders (the Annual Meeting). As of the close of
business on April25, 2017, the record date for the Annual
Meeting, 431,334,404 shares of common stock, par value $.20 per
share, were outstanding and entitled to vote. At the Annual
Meeting, 406,359,101, or approximately 94.20%, of the outstanding
shares of common stock entitled to vote were represented in
person or by proxy. At the Annual Meeting, the following
proposals were submitted to a vote of the Companys stockholders,
with the voting results indicated below:

Proposal 1 Election of Directors. The Companys
stockholders elected the following 12 directors to hold office
until the 2018 Annual Meeting of Stockholders and until their
successors have been duly elected or appointed.


For

Against

Abstain

BrokerNon-Votes


Paul G. Child

394,323,256 431,180 240,170 11,364,495


Carter Warren Franke

394,114,381 636,090 244,135 11,364,495


Earl A. Goode

391,113,999 3,640,256 240,351 11,364,495


Marianne M. Keler

394,170,829 565,394 258,383 11,364,495


Jim Matheson

394,114,494 641,142 238,970 11,364,495


Jed H. Pitcher

394,110,143 641,240 243,223 11,364,495


Frank C. Puleo

393,915,485 829,410 249,711 11,364,495


Raymond J. Quinlan

390,251,110 4,547,643 195,853 11,364,495


Vivian C. Schneck-Last

394,267,608 434,188 292,810 11,364,495


William N. Shiebler

393,988,720 763,209 242,677 11,364,495


Robert S. Strong

394,323,540 428,385 242,681 11,364,495


Kirsten O. Wolberg

394,324,587 427,840 242,179 11,364,495

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


For

Against

Abstain

BrokerNon-Votes
354,070,586 40,654,280 269,740 11,364,495

Proposal 3 Ratification of the Appointment of KPMG LLP.
The Companys stockholders ratified the appointment of KPMG LLP as
the Companys independent registered public accounting firm for
the year ending December31, 2017.


For

Against

Abstain

BrokerNon-Votes
401,636,207 4,237,183 485,711

Proposal 4 Approval of an Amendment to the SLM Corporation
2012 Omnibus Incentive Plan and the Material Terms of the
Performance Goals under the Plan.
The Companys stockholders
approved an amendment to the SLM Corporation 2012 Omnibus
Incentive Plan and the material terms of the performance goals
under the Plan.


For

Against

Abstain

BrokerNon-Votes
385,313,886 9,461,442 219,278 11,364,495

Proposal 5 Advisory Vote on the Frequency of Future Advisory
Votes on Executive Compensation.
The Companys stockholders
selected 1 year as the frequency of future advisory votes on
executive compensation.


1 year

2 years

3 years

Abstain
337,395,115 551,985 56,809,199 238,307

The Company has determined that it will hold an advisory vote on
the compensation of its named executive officers every year,
until the next shareholder advisory vote on the frequency of the
advisory votes on executive compensation.