Synchrony Financial (SYF)
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Sep 18, 2026, 4:00 PM EDT - Market closed
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AGM 2026

Jun 24, 2026

Summary

The meeting covered director elections, auditor ratification, and executive compensation approval. All proposals passed, with no shareholder questions submitted. Final voting results will be filed on Form 8-K within four business days.

Brian Doubles
President and CEO, Synchrony Financial

Morning, welcome to the 2026 Annual Meeting of Stockholders of Synchrony Financial. I am Brian Doubles, President and Chief Executive Officer of Synchrony Financial. On behalf of our directors, officers, and employees, I want to thank you for joining us. The meeting is now called to order. I will now turn the meeting over to our Chief Risk and Legal Officer, Jonathan Mothner, to lead us through the formal business of the meeting. Mr. Mothner will act as secretary of the meeting.

Jonathan Mothner
Chief Risk and Legal Officer, Synchrony Financial

Thank you, Brian. Good morning, everyone. With us on this webcast today are our Board of Directors, members of our Senior Management team, representatives from our independent registered public accounting firm, KPMG LLP, and Jim Raitt, who will act as Inspector of Election. As required by law, Mr. Raitt has taken the signed oath of Inspector of Election. Before turning to the formal items of business, we would like to make the following announcements relating to the meeting. Rules of conduct for the meeting are available on our website and on the virtual meeting website. The record date for determining stockholders entitled to vote at the meeting is April 27, 2026. A certified list of stockholders entitled to vote is available at the offices of the company and during this meeting on the virtual meeting website.

As of the record date, 336,370,242 of the company's common shares were outstanding, each share being entitled to one vote on all matters properly brought before the meeting. Notice of the meeting was mailed on or about April 29, 2026, to each holder of record on the record date. A quorum being present, we may now proceed with the business of the meeting. The polls for voting on all matters are hereby open. Any stockholder may submit questions during the meeting while the meeting is in progress until the question and answer period of the meeting concludes. We're here today to consider and vote upon the following matters, each of which is described in detail in our proxy statement.

First, to elect each of Brian Doubles, Fernando Aguirre, Paget Alves, Kamila Chytil, Daniel Colao, Arthur Coviello Jr., Deborah Ellinger, Roy Guthrie, Jeffrey Naylor, Bill Parker, Laurel Richie, and Ellen Zane as a Directors of the company. Second, to ratify the selection of KPMG LLP as the company's independent registered public accounting firm for 2026. Third, an advisory vote to approve our named executive officers' compensation. You may vote your shares by clicking the Vote Here button on your screen. You will need the control number provided on your proxy in order to vote your shares online. If you've already given your proxy to management, you need not vote again because the persons designated as proxies will vote for you. If you wish to rescind your proxy or change your vote, you may do so now. Before we take questions, I would like to read a brief legal disclaimer.

It is possible that our responses to your questions will include forward-looking statements. These statements are subject to risks and uncertainty, and actual results could differ materially. We list the factors that might cause actual results to differ materially in our SEC filings, which are available on our website. We may also refer to non-GAAP financial measures in discussing the company's performance. You can find a reconciliation of these measures to GAAP financial measures in our SEC filings. We will now respond to questions from shareholders on the three proposals. If you have logged into the meeting with your control number and wish to ask a question of our Board of Directors, management, or independent accounting firm, you may do so now by typing your question into the box on the bottom of the screen.

Since there are no questions, this now concludes the question and answer portion of the meeting. The polls are now officially closed, the voting portion of the meeting has been concluded. At this time, I would like to announce the preliminary results of the voting. I'm pleased to report that each of the 12 Director nominees has been elected to serve as a member of the Board of Directors until the Annual Meeting in 2027 or until his or her successor is duly elected and qualified. Regarding the second proposal, I can confirm that stockholders have ratified the selection of KPMG LLP as the company's independent registered public accounting firm for 2026. Regarding the third proposal, I can confirm that stockholders have approved the compensation of our named executive officers in an advisory vote.

The final voting results will be reported on Form 8-K within four business days of today's meeting. Thank you for participating, for your continued support. The meeting is now adjourned.

Operator

This concludes today's meeting. You may now disconnect.