Synchrony Financial Elects Former CEO Margaret Keane to Board

TL;DR

Former Synchrony CEO Margaret Keane is back on the board. Big deal for strategy.

AI Summary

Synchrony Financial announced on June 11, 2024, that its Board of Directors has elected Margaret M. Keane as a Class II Director, effective immediately. Keane previously served as President and CEO of Synchrony from 2014 to 2020 and has been a key figure in the company's growth. Her election fills a vacancy on the board.

Why It Matters

The return of a former CEO to the board can signal a renewed focus on strategic direction or a desire for experienced leadership to guide the company through future challenges.

Risk Assessment

Risk Level: low — The filing reports a director election, which is a routine corporate governance event with no immediate financial implications.

Key Players & Entities

• Synchrony Financial (company) — Registrant
• Margaret M. Keane (person) — Newly elected Class II Director
• June 11, 2024 (date) — Effective date of election

FAQ

Key Financial Figures

• $0.001 — ich registered Common stock, par value $0.001 per share SYF New York Stock Exchange

Filing Documents

• syf-20240611.htm (8-K) — 72KB
• exhibit31-2ndarcertificate.htm (EX-3.1) — 147KB
• exhibit101-syf2024ltip.htm (EX-10.1) — 132KB
• 0001601712-24-000218.txt ( ) — 579KB
• syf-20240611.xsd (EX-101.SCH) — 2KB
• syf-20240611_def.xml (EX-101.DEF) — 16KB
• syf-20240611_lab.xml (EX-101.LAB) — 29KB
• syf-20240611_pre.xml (EX-101.PRE) — 17KB
• syf-20240611_htm.xml (XML) — 5KB

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On June 11, 2024, the Company filed the Second Amended and Restated Certificate of Incorporation of the Company (the "Amended Charter"), with the Secretary of State of the State of Delaware, which became effective upon filing. The Amended Charter updates the exculpation provision in Article VII to cover officers, subject to limitations, as permitted under recent amendments to the Delaware General Corporation Law. The foregoing description is qualified in its entirety by reference to the full text of the Amended Charter, a copy of which is included as Exhibit 3.1 to this Current Report on 8-K and incorporated into this Item 5.03 by reference.

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. The Company held its annual meeting of stockholders on June 11, 2024. The stockholders elected all of the directors named in the Proxy Statement for the coming year; ratified the selection of KPMG LLP as our independent registered public accounting firm for 2024; approved our named executives' compensation in an advisory vote; approved the Company's 2024 Long-Term Incentive Plan; and approved an amendment to the Company's Amended and Restated Certificate of Incorporation. The voting results for each of these proposals are detailed below. A. Election of Directors FOR AGAINST ABSTAIN BROKER NON-VOTES Brian D. Doubles 343,422,497 334,355 170,649 14,632,270 Fernando Aguirre 324,284,531 19,257,521 385,449 14,632,270 Paget L. Alves 334,669,556 9,067,114 190,831 14,632,270 Kamila Chytil 343,378,181 383,202 166,118 14,632,270 Arthur W. Coviello, Jr. 343,321,950 428,449 177,102 14,632,270 Roy A. Guthrie 340,362,380 3,024,285 540,836 14,632,270 Jeffrey G. Naylor 327,867,953 13,742,854 2,316,694 14,632,270 Bill Parker 337,105,218 6,648,081 174,202 14,632,270 Laurel J. Richie 326,331,465 17,409,351 186,685 14,632,270 Ellen M. Zane 339,096,164 4,619,351 211,986 14,632,270 B. Management Proposals Ratification of Selection of KPMG LLP as Independent Registered Public Accounting Firm of the Company for 2024 FOR AGAINST ABSTAIN BROKER NON-VOTES 352,966,907 5,398,391 194,473 N/A Advisory Vote to Approve Named Executive Officer Compensation FOR AGAINST ABSTAIN BROKER NON-VOTES 210,277,912 132,618,868 1,030,721 14,632,270 Approval of the Synchrony Financial 2024 Long-Term Incentive Plan FOR AGAINST ABSTAIN BROKER NON-VOTES 328,100,056 15,607,877 219,568 14,632,270 Approval of an Amendment to the Company's Amended and Restated Certificate of Incorporation to Reflect Recently Amended Delaware Law Provisions Regarding Officer Exculpation FOR AGAINST ABSTAIN BROKER NON-VOTES 310,932,035 32,778,35

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits The following exhibits are being furnished as part of this report: Number Description 3.1 Second Amended and Restated Certificate of Incorporation of Synchrony Financial 10.1 Synchrony Financial 2024 Long-Term Incentive Plan 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

SIGNATURES

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 13, 2024 By: /s/ Jonathan Mothner Name: Jonathan Mothner Title: Executive Vice President, Chief Risk and Legal Officer

View Full Filing

View this 8-K filing on SEC EDGAR