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SLM CORP FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders

June 26, 2014



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

On June 25, 2014, SLM Corporation (the "Company") held its 2014 Annual Meeting of Stockholders (the "Annual Meeting"). As of the close of business on April 30, 2014, the record date for the Annual Meeting, 422,781,435 shares of common stock, par value $.20 per share, were outstanding and entitled to vote. At the Annual Meeting, 367,170,621 shares, or approximately 86.84%, 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 Company's stockholders, with the voting results indicated below:

Proposal 1 - Election of Directors. The Company's stockholders elected the following 10 directors to hold office until the 2015 Annual Meeting of Stockholders and until their successors have been duly elected or appointed.

For Against Abstain Broker Non-Votes Paul G. Child 344,975,324 811,162 2,638,560 18,745,575 Carter Warren Franke 344,565,401 818,097 3,041,548 18,745,575 Earl A. Goode 338,294,885 7,398,237 2,731,924 18,745,575 Ronald F. Hunt 340,336,361 5,450,544 2,638,141 18,745,575 Marianne Keler 344,659,616 1,129,960 2,635,470 18,745,575 Jed H. Pitcher 344,263,482 1,522,840 2,638,724 18,745,575 Frank C. Puleo 343,125,036 2,661,599 2,638,411 18,745,575 Raymond J. Quinlan 337,707,446 7,406,086 3,311,514 18,745,575 William N. Shiebler 344,376,855 1,409,776 2,638,415 18,745,575 Robert S. Strong 344,562,029 819,745 3,043,272 18,745,575



As previously disclosed in the Form 8-K filed on May 28, 2014, Mr. DePaulo informed the Company of his decision to terminate his employment effective June 13, 2014, to resign as a member of the board of directors of the Company, and not to stand for reelection to the board of directors of the Company. Subsequently, the Company removed Mr. DePaulo from the ballot.

Proposal 2 - 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 342,013,289 2,335,650 4,076,107 18,745,575



Proposal 3 - 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, 2014.

For Against Abstain Broker Non-Votes 362,260,153 2,266,928 2,643,540 0



Proposal 4 - Approval of Amendment of the Limited Liability Company Agreement of Navient LLC. The Company's stockholders approved the proposal regarding the amendment of the limited liability company agreement of Navient LLC.

For Against Abstain Broker Non-Votes 341,257,955 4,522,347 2,644,744 18,745,575



Proposal 5 - Approval of Amendment to the Restated Certificate of Incorporation of SLM Corporation, as Amended. The Company's stockholders approved the proposal regarding the amendment to the Company's Restated Certificate of Incorporation, as amended, to eliminate cumulative voting in the election of directors.

For Against Abstain Broker Non-Votes 264,581,427 81,205,550 2,638,069 18,745,575



Proposal 6 - Stockholder Proposal Regarding Proxy Access. The Company's stockholders approved the stockholder proposal regarding proxy access.

For Against Abstain Broker Non-Votes 229,818,266 105,350,308 11,429,044 20,573,002



Proposal 7 - Stockholder Proposal Regarding Lobbying Disclosure. The Company's stockholders did not approve the stockholder proposal regarding disclosure of the Company's lobbying expenditures and contributions.

For Against Abstain Broker Non-Votes 158,217,684 111,943,167 78,264,195 18,745,575



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Source: Edgar Glimpses


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