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SYNCHRONY FINANCIAL 2023-2024 Proxy Voting Records

Compiled from SEC Form N-PX filings and SYNCHRONY FINANCIAL’s Form 8-K, filed June 13, 2024 (Item 5.07 on EDGAR). Page generated October 25, 2026.

  • 14Ballot items
  • 681Asset managers
  • 11,241Fund votes
  • June 11, 2024Meeting date

Results at a glance

Meeting of June 11, 2024: 14 items on SYNCHRONY FINANCIAL’s Form 8-K, filed June 13, 2024: 10 elected · 4 without a stated outcome.

Material dissent

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2023-2024 2024-2025 2025-2026

Explore SYNCHRONY FINANCIAL in the interactive database Compare manager voting policies

Official 2023-2024 meeting results reported by SYNCHRONY FINANCIAL

These tallies are SYNCHRONY FINANCIAL’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed June 13, 2024 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

SYNCHRONY FINANCIAL — official shareholder meeting results, meeting held June 11, 2024
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
Elect Director: Brian D. Doubles 343,422,497334,355170,649 --14,632,270 99.9%Elected—
Elect Director: Fernando Aguirre 324,284,53119,257,521385,449 --14,632,270 94%Elected—
Elect Director: Paget L. Alves 334,669,5569,067,114190,831 --14,632,270 97%Elected—
Elect Director: Kamila Chytil 343,378,181383,202166,118 --14,632,270 99.8%Elected—
Elect Director: Arthur W. Coviello, Jr. 343,321,950428,449177,102 --14,632,270 99.8%Elected—
Elect Director: Roy A. Guthrie 340,362,3803,024,285540,836 --14,632,270 99.1%Elected—
Elect Director: Jeffrey G. Naylor 327,867,95313,742,8542,316,694 --14,632,270 96%Elected—
Elect Director: Bill Parker 337,105,2186,648,081174,202 --14,632,270 98%Elected—
Elect Director: Laurel J. Richie 326,331,46517,409,351186,685 --14,632,270 95%Elected—
Elect Director: Ellen M. Zane 339,096,1644,619,351211,986 --14,632,270 99%Elected—
Ratification of Selection of KPMG LLP as Independent Registered Public Accounting Firm of the Company for 2024 352,966,9075,398,391194,473 ---- 98%Not verified—
Advisory Vote to Approve Named Executive Officer Compensation 210,277,912132,618,8681,030,721 --14,632,270 61%Not verified—
Approval of the Synchrony Financial 2024 Long-Term Incentive Plan 328,100,05615,607,877219,568 --14,632,270 95%Not verified—
Approval of an Amendment to the Company's Amended and Restated Certificate of Incorporation to Reflect Recently Amended Delaware Law Provisions Regarding Officer Exculpation 310,932,03532,778,357217,109 --14,632,270 90%Not verified—

This meeting is also recorded here as June 12, 2024; both records come from the same filing, so the date should be checked against it.

Source: SYNCHRONY FINANCIAL, Form 8-K, filed with the SEC on June 13, 2024 — read the filing on EDGAR.

How asset managers voted at the SYNCHRONY FINANCIAL 2023-2024 meeting

Each item below shows how the 681 asset managers that disclosed a SYNCHRONY FINANCIAL vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report.

1. Elect Director: Arthur W. Coviello, Jr.

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 3 wordings of this item as funds reported it.

99.8% Majority: yes · of votes cast

FOR 99.8%
FOR: 343,321,950AGAINST: 428,449
Details: description as filed, official tally, votes by 148 asset managers

Description as filed by funds: Election of Directors: Arthur W. Coviello, Jr.

SYNCHRONY FINANCIAL’s own tally for this item (“Elect Director: Arthur W. Coviello, Jr.”): 343,321,950 for, 428,449 against, per its Form 8-K filed June 13, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “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 In…”
Support: 99.8% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 148 asset managers below reported 162,325,607 for, 15,084 against, 26,814 abstained.

FOR
FOR: 162,325,607AGAINST: 15,084ABSTAIN: 26,814
Largest asset managers voting on “Election of Directors: Arthur W. Coviello, Jr.” at SYNCHRONY FINANCIAL, 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard49,271,1560 00For
Capital Group39,467,5670 00For
BlackRock11,951,3162,181 00For
Fidelity9,453,6090 00For
First Trust7,200,6810 00For
Invesco5,531,8640 00For
John Hancock4,438,6870 00For
Dimensional4,384,5890 00For
State Street3,931,676124 00For
Charles Schwab3,611,6570 00For
Columbia Threadneedle1,880,3910 00For
Victory Capital1,520,7470 00For
WisdomTree1,153,3920 00For
Delaware/Macquarie1,078,9840 00For
DWS1,065,5340 00For
American Century986,6220 00For
TIAA856,3650 00For
Bridge Builder Trust667,9070 00For
PIMCO655,5900 00For
MASTER INVESTMENT PORTFOLIO643,1840 00For
Prudential/PGIM610,7940 00For
SEI569,8390 00For
RWC Asset Management LLP560,0000 00For
Nationwide554,4660 00For
Lincoln Financial507,4050 00For

Showing the 25 largest of 148 asset managers. See all 148 in the interactive database.

2. Elect Director: Brian D. Doubles

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 3 wordings of this item as funds reported it.

99.9% Majority: yes · of votes cast

FOR 99.9%
FOR: 343,422,497AGAINST: 334,355
Details: description as filed, official tally, votes by 148 asset managers

Description as filed by funds: Election of Directors: Brian D. Doubles

SYNCHRONY FINANCIAL’s own tally for this item (“Elect Director: Brian D. Doubles”): 343,422,497 for, 334,355 against, per its Form 8-K filed June 13, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “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 In…”
Support: 99.9% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 148 asset managers below reported 162,320,970 for, 19,721 against, 26,814 abstained.

FOR
FOR: 162,320,970AGAINST: 19,721ABSTAIN: 26,814
Largest asset managers voting on “Election of Directors: Brian D. Doubles” at SYNCHRONY FINANCIAL, 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard49,271,1560 00For
Capital Group39,467,5670 00For
BlackRock11,951,3162,181 00For
Fidelity9,453,6090 00For
First Trust7,200,6810 00For
Invesco5,531,8640 00For
John Hancock4,438,6870 00For
Dimensional4,384,5890 00For
State Street3,931,676124 00For
Charles Schwab3,611,6570 00For
Columbia Threadneedle1,880,3910 00For
Victory Capital1,520,7470 00For
WisdomTree1,153,3920 00For
Delaware/Macquarie1,078,9840 00For
DWS1,065,5340 00For
American Century986,6220 00For
TIAA856,3650 00For
Bridge Builder Trust667,9070 00For
PIMCO655,5900 00For
MASTER INVESTMENT PORTFOLIO643,1840 00For
Prudential/PGIM610,7940 00For
SEI569,8390 00For
RWC Asset Management LLP560,0000 00For
Nationwide554,4660 00For
Lincoln Financial507,4050 00For

Showing the 25 largest of 148 asset managers. See all 148 in the interactive database.

3. Elect Director: Ellen M. Zane

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 3 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%
FOR: 339,096,164AGAINST: 4,619,351
Details: description as filed, official tally, votes by 148 asset managers

Description as filed by funds: Election of Directors: Ellen M. Zane

SYNCHRONY FINANCIAL’s own tally for this item (“Elect Director: Ellen M. Zane”): 339,096,164 for, 4,619,351 against, per its Form 8-K filed June 13, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “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 In…”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 148 asset managers below reported 162,262,855 for, 72,141 against, 32,509 abstained.

FOR
FOR: 162,262,855AGAINST: 72,141ABSTAIN: 32,509
Largest asset managers voting on “Election of Directors: Ellen M. Zane” at SYNCHRONY FINANCIAL, 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard49,271,1560 00For
Capital Group39,467,5670 00For
BlackRock11,951,3162,181 00For
Fidelity9,453,6090 00For
First Trust7,200,6810 00For
Invesco5,531,8640 00For
John Hancock4,438,6870 00For
Dimensional4,384,5890 00For
State Street3,931,676124 00For
Charles Schwab3,611,6570 00For
Columbia Threadneedle1,880,3910 00For
Victory Capital1,520,7470 00For
WisdomTree1,153,3920 00For
Delaware/Macquarie1,078,9840 00For
DWS1,065,5340 00For
American Century986,6220 00For
TIAA856,3650 00For
Bridge Builder Trust667,9070 00For
PIMCO655,5900 00For
MASTER INVESTMENT PORTFOLIO643,1840 00For
Prudential/PGIM610,7940 00For
SEI569,8390 00For
RWC Asset Management LLP560,0000 00For
Nationwide525,05729,409 00Mixed
Lincoln Financial507,4050 00For

Showing the 25 largest of 148 asset managers. See all 148 in the interactive database.

4. Elect Director: Fernando Aguirre

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 3 wordings of this item as funds reported it.

94% Majority: yes · of votes cast

FOR 94%
FOR: 324,284,531AGAINST: 19,257,521
Details: description as filed, official tally, votes by 148 asset managers

Description as filed by funds: Election of Directors: Fernando Aguirre

SYNCHRONY FINANCIAL’s own tally for this item (“Elect Director: Fernando Aguirre”): 324,284,531 for, 19,257,521 against, per its Form 8-K filed June 13, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “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 In…”
Support: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 148 asset managers below reported 161,801,413 for, 539,278 against, 26,814 abstained.

FOR
FOR: 161,801,413AGAINST: 539,278ABSTAIN: 26,814
Largest asset managers voting on “Election of Directors: Fernando Aguirre” at SYNCHRONY FINANCIAL, 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard49,271,1560 00For
Capital Group39,467,5670 00For
BlackRock11,947,1716,326 00For
Fidelity9,453,6090 00For
First Trust7,200,6810 00For
Invesco5,531,8640 00For
John Hancock4,438,6870 00For
Dimensional4,384,5890 00For
State Street3,931,402398 00For
Charles Schwab3,611,6570 00For
Columbia Threadneedle1,880,3910 00For
Victory Capital1,520,7470 00For
WisdomTree1,153,3920 00For
Delaware/Macquarie1,078,9840 00For
DWS1,065,5340 00For
American Century986,6220 00For
TIAA856,3650 00For
Bridge Builder Trust667,9070 00For
PIMCO655,5900 00For
MASTER INVESTMENT PORTFOLIO643,1840 00For
Prudential/PGIM610,7940 00For
SEI569,8390 00For
RWC Asset Management LLP560,0000 00For
Nationwide525,05729,409 00Mixed
Lincoln Financial507,4050 00For

Showing the 25 largest of 148 asset managers. See all 148 in the interactive database.

5. Elect Director: Jeffrey G. Naylor

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 3 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%
FOR: 327,867,953AGAINST: 13,742,854
Details: description as filed, official tally, votes by 148 asset managers

Description as filed by funds: Election of Directors: Jeffrey G. Naylor

SYNCHRONY FINANCIAL’s own tally for this item (“Elect Director: Jeffrey G. Naylor”): 327,867,953 for, 13,742,854 against, per its Form 8-K filed June 13, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “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 In…”
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 148 asset managers below reported 162,005,732 for, 334,958 against, 26,814 abstained.

FOR
FOR: 162,005,732AGAINST: 334,958ABSTAIN: 26,814
Largest asset managers voting on “Election of Directors: Jeffrey G. Naylor” at SYNCHRONY FINANCIAL, 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard49,271,1560 00For
Capital Group39,467,5670 00For
BlackRock11,948,9764,521 00For
Fidelity9,453,6090 00For
First Trust7,200,6810 00For
Invesco5,531,8640 00For
John Hancock4,438,6870 00For
Dimensional4,384,5890 00For
State Street3,931,676124 00For
Charles Schwab3,611,6570 00For
Columbia Threadneedle1,880,3910 00For
Victory Capital1,520,7470 00For
WisdomTree1,153,3920 00For
Delaware/Macquarie1,078,9840 00For
DWS1,065,5340 00For
American Century986,6220 00For
TIAA856,3650 00For
Bridge Builder Trust666,4901,417 00For
PIMCO655,5900 00For
MASTER INVESTMENT PORTFOLIO643,1840 00For
Prudential/PGIM610,7940 00For
SEI569,8390 00For
RWC Asset Management LLP560,0000 00For
Nationwide525,05729,409 00Mixed
Lincoln Financial507,4050 00For

Showing the 25 largest of 148 asset managers. See all 148 in the interactive database.

6. Elect Director: Kamila Chytil

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 3 wordings of this item as funds reported it.

99.8% Majority: yes · of votes cast

FOR 99.8%
FOR: 343,378,181AGAINST: 383,202
Details: description as filed, official tally, votes by 148 asset managers

Description as filed by funds: Election of Directors: Kamila Chytil

SYNCHRONY FINANCIAL’s own tally for this item (“Elect Director: Kamila Chytil”): 343,378,181 for, 383,202 against, per its Form 8-K filed June 13, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “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 In…”
Support: 99.8% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 148 asset managers below reported 162,326,665 for, 14,026 against, 26,814 abstained.

FOR
FOR: 162,326,665AGAINST: 14,026ABSTAIN: 26,814
Largest asset managers voting on “Election of Directors: Kamila Chytil” at SYNCHRONY FINANCIAL, 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard49,271,1560 00For
Capital Group39,467,5670 00For
BlackRock11,951,3162,181 00For
Fidelity9,453,6090 00For
First Trust7,200,6810 00For
Invesco5,531,8640 00For
John Hancock4,438,6870 00For
Dimensional4,384,5890 00For
State Street3,931,676124 00For
Charles Schwab3,611,6570 00For
Columbia Threadneedle1,880,3910 00For
Victory Capital1,520,7470 00For
WisdomTree1,153,3920 00For
Delaware/Macquarie1,078,9840 00For
DWS1,065,5340 00For
American Century986,6220 00For
TIAA856,3650 00For
Bridge Builder Trust667,9070 00For
PIMCO655,5900 00For
MASTER INVESTMENT PORTFOLIO643,1840 00For
Prudential/PGIM610,7940 00For
SEI569,8390 00For
RWC Asset Management LLP560,0000 00For
Nationwide554,4660 00For
Lincoln Financial507,4050 00For

Showing the 25 largest of 148 asset managers. See all 148 in the interactive database.

7. Elect Director: Laurel J. Richie

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 3 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%
FOR: 326,331,465AGAINST: 17,409,351
Details: description as filed, official tally, votes by 148 asset managers

Description as filed by funds: Election of Directors: Laurel J. Richie

SYNCHRONY FINANCIAL’s own tally for this item (“Elect Director: Laurel J. Richie”): 326,331,465 for, 17,409,351 against, per its Form 8-K filed June 13, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “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 In…”
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 148 asset managers below reported 161,917,020 for, 423,671 against, 26,814 abstained.

FOR
FOR: 161,917,020AGAINST: 423,671ABSTAIN: 26,814
Largest asset managers voting on “Election of Directors: Laurel J. Richie” at SYNCHRONY FINANCIAL, 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard49,271,1560 00For
Capital Group39,467,5670 00For
BlackRock11,947,1716,326 00For
Fidelity9,453,6090 00For
First Trust7,200,6810 00For
Invesco5,531,8640 00For
John Hancock4,438,6870 00For
Dimensional4,384,5890 00For
State Street3,931,402398 00For
Charles Schwab3,611,6570 00For
Columbia Threadneedle1,880,3910 00For
Victory Capital1,520,7470 00For
WisdomTree1,153,3920 00For
Delaware/Macquarie1,078,9840 00For
DWS1,065,5340 00For
American Century986,6220 00For
TIAA856,3650 00For
Bridge Builder Trust667,9070 00For
PIMCO655,5900 00For
MASTER INVESTMENT PORTFOLIO643,1840 00For
Prudential/PGIM610,7940 00For
SEI569,8390 00For
RWC Asset Management LLP560,0000 00For
Nationwide525,05729,409 00Mixed
Lincoln Financial410,83796,568 00Mixed

Showing the 25 largest of 148 asset managers. See all 148 in the interactive database.

8. Elect Director: Bill Parker

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 4 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 337,105,218AGAINST: 6,648,081
Details: description as filed, official tally, votes by 148 asset managers

Description as filed by funds: Election of Directors: Bill Parker

SYNCHRONY FINANCIAL’s own tally for this item (“Elect Director: Bill Parker”): 337,105,218 for, 6,648,081 against, per its Form 8-K filed June 13, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “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 In…”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 148 asset managers below reported 162,096,774 for, 243,917 against, 26,814 abstained.

FOR
FOR: 162,096,774AGAINST: 243,917ABSTAIN: 26,814
Largest asset managers voting on “Election of Directors: Bill Parker” at SYNCHRONY FINANCIAL, 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard49,271,1560 00For
Capital Group39,467,5670 00For
BlackRock11,947,1716,326 00For
Fidelity9,453,6090 00For
First Trust7,200,6810 00For
Invesco5,531,8640 00For
John Hancock4,438,6870 00For
Dimensional4,384,5890 00For
State Street3,931,402398 00For
Charles Schwab3,611,6570 00For
Columbia Threadneedle1,880,3910 00For
Victory Capital1,520,7470 00For
WisdomTree1,153,3920 00For
Delaware/Macquarie1,078,9840 00For
DWS1,065,5340 00For
American Century986,6220 00For
TIAA856,3650 00For
Bridge Builder Trust667,9070 00For
PIMCO655,5900 00For
MASTER INVESTMENT PORTFOLIO643,1840 00For
Prudential/PGIM610,7940 00For
SEI569,8390 00For
RWC Asset Management LLP560,0000 00For
Nationwide554,4660 00For
Lincoln Financial507,4050 00For

Showing the 25 largest of 148 asset managers. See all 148 in the interactive database.

9. Elect Director: Paget L. Alves

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 3 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%
FOR: 334,669,556AGAINST: 9,067,114
Details: description as filed, official tally, votes by 148 asset managers

Description as filed by funds: Election of Directors: Paget L. Alves

SYNCHRONY FINANCIAL’s own tally for this item (“Elect Director: Paget L. Alves”): 334,669,556 for, 9,067,114 against, per its Form 8-K filed June 13, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “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 In…”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 148 asset managers below reported 162,085,644 for, 249,352 against, 32,509 abstained.

FOR
FOR: 162,085,644AGAINST: 249,352ABSTAIN: 32,509
Largest asset managers voting on “Election of Directors: Paget L. Alves” at SYNCHRONY FINANCIAL, 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard49,271,1560 00For
Capital Group39,467,5670 00For
BlackRock11,947,1716,326 00For
Fidelity9,453,6090 00For
First Trust7,200,6810 00For
Invesco5,531,8640 00For
John Hancock4,438,6870 00For
Dimensional4,384,5890 00For
State Street3,931,402398 00For
Charles Schwab3,611,6570 00For
Columbia Threadneedle1,880,3910 00For
Victory Capital1,520,7470 00For
WisdomTree1,153,3920 00For
Delaware/Macquarie1,078,9840 00For
DWS1,065,5340 00For
American Century986,6220 00For
TIAA856,3650 00For
Bridge Builder Trust667,9070 00For
PIMCO655,5900 00For
MASTER INVESTMENT PORTFOLIO643,1840 00For
Prudential/PGIM610,7940 00For
SEI569,8390 00For
RWC Asset Management LLP560,0000 00For
Nationwide554,4660 00For
Lincoln Financial507,4050 00For

Showing the 25 largest of 148 asset managers. See all 148 in the interactive database.

10. Elect Director: Roy A. Guthrie

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 3 wordings of this item as funds reported it.

99.1% Majority: yes · of votes cast

FOR 99.1%
FOR: 340,362,380AGAINST: 3,024,285
Details: description as filed, official tally, votes by 148 asset managers

Description as filed by funds: Election of Directors: Roy A. Guthrie

SYNCHRONY FINANCIAL’s own tally for this item (“Elect Director: Roy A. Guthrie”): 340,362,380 for, 3,024,285 against, per its Form 8-K filed June 13, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “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 In…”
Support: 99.1% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 148 asset managers below reported 162,321,229 for, 19,462 against, 26,814 abstained.

FOR
FOR: 162,321,229AGAINST: 19,462ABSTAIN: 26,814
Largest asset managers voting on “Election of Directors: Roy A. Guthrie” at SYNCHRONY FINANCIAL, 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard49,271,1560 00For
Capital Group39,467,5670 00For
BlackRock11,951,3162,181 00For
Fidelity9,453,6090 00For
First Trust7,200,6810 00For
Invesco5,531,8640 00For
John Hancock4,438,6870 00For
Dimensional4,384,5890 00For
State Street3,931,676124 00For
Charles Schwab3,611,6570 00For
Columbia Threadneedle1,880,3910 00For
Victory Capital1,520,7470 00For
WisdomTree1,153,3920 00For
Delaware/Macquarie1,078,9840 00For
DWS1,065,5340 00For
American Century986,6220 00For
TIAA856,3650 00For
Bridge Builder Trust667,9070 00For
PIMCO655,5900 00For
MASTER INVESTMENT PORTFOLIO643,1840 00For
Prudential/PGIM610,7940 00For
SEI569,8390 00For
RWC Asset Management LLP560,0000 00For
Nationwide554,4660 00For
Lincoln Financial507,4050 00For

Showing the 25 largest of 148 asset managers. See all 148 in the interactive database.

11. Approval of an Amendment to the Company's Amended and Restated Certificate of Incorporation to Reflect Recently Amended…

Outcome not verifiedSHAREHOLDER RIGHTS AND DEFENSESReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

90% Majority: yes · of votes cast

FOR 90%
FOR: 310,932,035AGAINST: 32,778,357
Details: description as filed, official tally, votes by 148 asset managers

Description as filed by funds: APPROVAL OF AN AMENDMENT TO THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO REFLECT RECENTLY AMENDED DELAWARE LAW PROVISIONS REGARDING OFFICER EXCULPATION.

SYNCHRONY FINANCIAL’s own tally for this item (“Approval of an Amendment to the Company's Amended and Restated Certificate of Incorporation to Reflect Recently Amended Delaware Law Provisions Regarding Officer Exculpation”): 310,932,035 for, 32,778,357 against, per its Form 8-K filed June 13, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 90% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 148 asset managers below reported 158,531,125 for, 3,251,273 against, 26,814 abstained.

FOR
FOR: 158,531,125AGAINST: 3,251,273ABSTAIN: 26,814
Largest asset managers voting on “APPROVAL OF AN AMENDMENT TO THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO REFLECT RECENTL” at SYNCHRONY FINANCIAL, 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard49,141,736129,420 00For
Capital Group39,467,5670 00For
BlackRock11,941,91511,582 00For
Fidelity9,331,709121,900 00For
First Trust7,200,6810 00For
Invesco5,531,8640 00For
John Hancock4,438,6870 00For
Dimensional4,384,5890 00For
State Street3,931,669131 00For
Charles Schwab3,611,6570 00For
Columbia Threadneedle1,880,3910 00For
Victory Capital1,520,7470 00For
WisdomTree1,153,3920 00For
Delaware/Macquarie1,078,9840 00For
DWS1,065,5340 00For
American Century986,6220 00For
TIAA856,3650 00For
Bridge Builder Trust347,890320,017 00Mixed
PIMCO0655,590 00Against
MASTER INVESTMENT PORTFOLIO643,1840 00For
Prudential/PGIM610,7940 00For
SEI0569,839 00Against
Nationwide554,4660 00For
Lincoln Financial507,4050 00For
Jackson National486,8050 00For

Showing the 25 largest of 148 asset managers. See all 148 in the interactive database.

12. Approval of the Synchrony Financial 2024 Long-Term Incentive Plan

Outcome not verifiedCOMPENSATIONReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%
FOR: 328,100,056AGAINST: 15,607,877
Details: description as filed, official tally, votes by 145 asset managers

Description as filed by funds: APPROVAL OF SYNCHRONY FINANCIAL 2024 LONG-TERM INCENTIVE PLAN.

SYNCHRONY FINANCIAL’s own tally for this item (“Approval of the Synchrony Financial 2024 Long-Term Incentive Plan”): 328,100,056 for, 15,607,877 against, per its Form 8-K filed June 13, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 145 asset managers below reported 159,072,415 for, 2,403,509 against, 91 abstained.

FOR
FOR: 159,072,415AGAINST: 2,403,509ABSTAIN: 91
Largest asset managers voting on “APPROVAL OF SYNCHRONY FINANCIAL 2024 LONG-TERM INCENTIVE PLAN.” at SYNCHRONY FINANCIAL, 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard49,271,1560 00For
Capital Group39,467,5670 00For
BlackRock11,953,4970 00For
Fidelity9,453,6090 00For
First Trust7,200,6810 00For
Invesco5,531,8640 00For
John Hancock4,438,6870 00For
Dimensional4,384,5890 00For
State Street3,931,669131 00For
Charles Schwab3,611,6570 00For
Columbia Threadneedle1,880,3910 00For
Victory Capital1,520,7470 00For
WisdomTree1,153,3920 00For
Delaware/Macquarie1,078,9840 00For
DWS1,065,5340 00For
American Century0986,622 00Against
TIAA856,3650 00For
Bridge Builder Trust666,4901,417 00For
PIMCO0655,590 00Against
MASTER INVESTMENT PORTFOLIO643,1840 00For
Prudential/PGIM2,400608,394 00Against
SEI569,8390 00For
Nationwide554,4660 00For
Lincoln Financial507,4050 00For
Jackson National486,8050 00For

Showing the 25 largest of 145 asset managers. See all 145 in the interactive database.

13. Advisory Vote to Approve Named Executive Officer Compensation

Outcome not verifiedFund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Not verified

Combines 18 wordings of this item as funds reported it.

61% Majority: yes · of votes cast

FOR 61%AGAINST
FOR: 210,277,912AGAINST: 132,618,868
Details: description as filed, official tally, votes by 681 asset managers

Description as filed by funds: Advisory Vote to Approve Named Executive Officer Compensation.

SYNCHRONY FINANCIAL’s own tally for this item (“Advisory Vote to Approve Named Executive Officer Compensation”): 210,277,912 for, 132,618,868 against, per its Form 8-K filed June 13, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 61% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 145 asset managers voting on “Advisory Vote to Approve Named Executive Officer Compensation.” at SYNCHRONY FINANCIAL, 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard49,247,55623,600 00For
Capital Group39,467,5670 00For
BlackRock11,943,8809,617 00For
Fidelity9,165,809287,800 00For
First Trust07,200,681 00Against
Invesco5,531,8640 00For
John Hancock4,275,421163,266 00For
Dimensional4,384,5890 00For
State Street8183,930,982 00Against
Charles Schwab3,611,6570 00For
Columbia Threadneedle1,880,3910 00For
Victory Capital6,1031,514,644 00Against
WisdomTree01,153,392 00Against
Delaware/Macquarie01,078,984 00Against
DWS01,065,534 00Against
American Century0986,622 00Against
TIAA0856,365 00Against
Bridge Builder Trust666,4901,417 00For
PIMCO0655,590 00Against
MASTER INVESTMENT PORTFOLIO643,1840 00For
Prudential/PGIM608,3942,400 00For
SEI569,8390 00For
Nationwide0554,466 00Against
Lincoln Financial174,934332,471 00Mixed
Jackson National71,904414,901 00Mixed

Fund voting reports, all 145 managers: 135,602,312 for, 26,178,171 against, 1 withheld, 26,814 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 566 asset managers voting on “Advisory Vote to Approve Named Executive Officer Compensation.” at SYNCHRONY FINANCIAL, 2023-2024
Asset managerForAgainst AbstainWithheldVote
Capital Group39,750,650312 00For
BlackRock16,747,389288,423 00For
GEODE CAPITAL MANAGEMENT, LLC9,645,7440 00For
Man Group plc9,213,1200 00For
ARROWSTREET CAPITAL, LIMITED PARTNERSHIP07,280,458 00Against
Invesco6,069,9620 00For
Boston Partners5,415,6430 00For
State Street983,8964,122,072 00Mixed
Northern Trust3,867,073389,953 00Mixed
Charles Schwab3,651,0940 00For
PAR CAPITAL MANAGEMENT INC3,538,8110 00For
AustralianSuper Pty Ltd03,364,049 00Against
AQR02,856,599 00Against
JACOBS LEVY EQUITY MANAGEMENT, INC02,747,018 00Against
UBS02,730,434 00Against
Robeco Institutional Asset Management B.V.2,696,1260 00For
Legal & General Investment Management Ltd02,639,367 00Against
Amundi02,519,916 00Against
NORDEA INVESTMENT MANAGEMENT AB02,252,014 00Against
MELLON INVESTMENTS Corp02,163,094 00Against
Goldman Sachs1802,139,174 00Against
Vanguard1,960,4750 00For
Southpoint Capital Advisors LP1,913,3640 00For
PARAMETRIC PORTFOLIO ASSOCIATES LLC01,890,394 00Against
APG Asset Management US Inc.01,735,602 00Against

Institutional-manager reports, all 566 managers: 125,103,728 for, 73,755,903 against, 52 withheld, 180,949 abstained, 2,448 not voted, 221,334 unknown. Showing the 25 largest; see all in the interactive database.

14. Ratification of Selection of KPMG LLP as Independent Registered Public Accounting Firm of the Company for 2024

Outcome not verifiedFund totals may overlapAUDIT-RELATEDReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 352,966,907AGAINST: 5,398,391
Details: description as filed, official tally, votes by 148 asset managers

Description as filed by funds: RATIFICATION OF SELECTION OF KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR 2024.

SYNCHRONY FINANCIAL’s own tally for this item (“Ratification of Selection of KPMG LLP as Independent Registered Public Accounting Firm of the Company for 2024”): 352,966,907 for, 5,398,391 against, per its Form 8-K filed June 13, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 144 asset managers voting on “RATIFICATION OF SELECTION OF KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR 2024” at SYNCHRONY FINANCIAL, 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard49,271,1560 00For
Capital Group39,467,5670 00For
BlackRock11,953,4970 00For
Fidelity9,453,6090 00For
First Trust7,200,6810 00For
Invesco5,531,8640 00For
John Hancock4,438,6870 00For
Dimensional4,384,5890 00For
State Street3,931,669131 00For
Charles Schwab3,611,6570 00For
Columbia Threadneedle1,880,3910 00For
Victory Capital1,520,7470 00For
WisdomTree1,153,3920 00For
Delaware/Macquarie1,078,9840 00For
DWS1,065,5340 00For
American Century986,6220 00For
TIAA856,3650 00For
Bridge Builder Trust667,9070 00For
PIMCO0655,590 00Against
MASTER INVESTMENT PORTFOLIO643,1840 00For
Prudential/PGIM610,7940 00For
SEI569,8390 00For
Nationwide554,4660 00For
Lincoln Financial507,4050 00For
Jackson National486,8050 00For

Fund voting reports, all 144 managers: 161,021,657 for, 758,814 against, 26,814 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 3 asset managers voting on “RATIFICATION OF SELECTION OF KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR 2024” at SYNCHRONY FINANCIAL, 2023-2024
Asset managerForAgainst AbstainWithheldVote
RWC Asset Management LLP1,933,9400 00For
Boltwood Capital Management1830 00For
Warren Street Wealth Advisors, LLC370 00For

Institutional-manager reports, all 3 managers: 1,934,160 for.

Largest SYNCHRONY FINANCIAL shareholders voting in 2023-2024

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 401,410,596 shares outstanding at the time of that meeting.

Fund voting reports: top SYNCHRONY FINANCIAL shareholders by shares voted on “Advisory Vote to Approve Named Executive Officer Compensation.”, 2023-2024
#Asset manager % of shares outstanding
1Vanguard 12.27%
2Capital Group 9.83%
3BlackRock 2.98%
4Fidelity 2.36%
5First Trust 1.79%
6Invesco 1.38%
7John Hancock 1.11%
8Dimensional 1.09%
9State Street 0.98%
10Charles Schwab 0.90%
Institutional-manager reports: top SYNCHRONY FINANCIAL shareholders by shares voted on “Advisory Vote to Approve Named Executive Officer Compensation.”, 2023-2024
#Asset manager % of shares outstanding
1Capital Group 9.90%
2BlackRock 4.24%
3GEODE CAPITAL MANAGEMENT, LLC 2.40%
4Man Group plc 2.30%
5ARROWSTREET CAPITAL, LIMITED PARTNERSHIP 1.81%
6Invesco 1.51%
7Boston Partners 1.35%
8State Street 1.27%
9Northern Trust 1.06%
10Charles Schwab 0.91%

Reported SYNCHRONY FINANCIAL holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

SYNCHRONY FINANCIAL holdings and ownership disclosed for the 2023-2024 proxy season
Holder % outstanding Disclosure
Vanguard Group 11.71% 13F
BlackRock 8.27% 13F
State Street 4.73% 13F
Geode Capital 2.40% 13F
Goldman Sachs 1.68% 13F
Invesco 1.60% 13F
Dimensional Fund Advisors 1.59% 13F
Morgan Stanley 1.44% 13F
AQR Capital 1.25% 13F
Norges Bank 1.17% 13F

Percentages above are of 401,410,596 shares outstanding, as reported by SYNCHRONY FINANCIAL on its Form 10-Q dated March 31, 2024 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from SYNCHRONY FINANCIAL’s 10-Q dated March 31, 2024. This page is a static snapshot rebuilt weekly on October 25, 2026; a live search always shows the current data.

At SYNCHRONY FINANCIAL's shareholder meeting held June 11, 2024, in the 2023-2024 proxy season, 681 asset managers reported how they voted on 14 ballot items in their SEC Form N-PX filings, covering 11,241 separate fund positions. On the most widely held item on that ballot — Advisory Vote to Approve Named Executive Officer Compensation. — FOR was 61% of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side), which is more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: SYNCHRONY FINANCIAL's Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on June 13, 2024.

SYNCHRONY FINANCIAL proxy season coverage: 2023-2024 (this page) · 2024-2025 · 2025-2026.

Download data (CSV): ballot items · votes by manager · column guide.