Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 12, 2018

 

 

SANTANDER CONSUMER USA HOLDINGS INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-36270   32-0414408

(State or other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

1601 Elm St. Suite #800

Dallas, Texas

   75201
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (214) 634-1110

N/A

(Former name or former address if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

Item 5.07. Submission of Matters to a Vote of Security Holders

On June 12, 2018, the Annual Meeting of Stockholders (the “Meeting”) of Santander Consumer USA Holdings Inc. (the “Company”) was held in Dallas, Texas. As of the close of business on April 16, 2018, the record date for the Meeting, there were 361,049,216 shares of the Company’s common stock outstanding, with each share entitled to one vote on each matter presented for consideration at the Meeting. The holders of 344,391,998 shares of the Company’s common stock were present in person, or represented by proxy, at the Meeting. At the Meeting, the Company’s stockholders voted on the matters set forth below.

Proposal 1 – Company Proposal – Election of Directors. The Company’s stockholders elected all 10 individuals nominated for election as directors, as set forth in the Company’s proxy statement, dated April 30, 2018, to serve on the Company’s Board of Directors until the Company’s 2019 Annual Meeting of Stockholders. The following table sets forth the vote of the stockholders at the Meeting with respect to the election of directors:

 

Nominee

    For      Against      Withhold      Broker Non-Votes  

Mahesh Aditya

      301,083,123        0        31,430,742        11,878,133  

José Doncel

      301,054,459        0        31,459,406        11,878,133  

Stephen A. Ferris

      281,486,698        0        51,027,167        11,878,133  

Victor Hill

      301,054,468        0        31,459,397        11,878,133  

Edith E. Holiday

      325,871,620        0        6,642,245        11,878,133  

Javier Maldonado

      257,121,995        0        75,391,870        11,878,133  

Robert McCarthy

      281,531,558        0        50,982,307        11,878,133  

William F. Muir

      280,019,453        0        52,494,412        11,878,133  

Scott Powell

      288,117,191        0        44,396,674        11,878,133  

William Rainer

      328,427,816        0        4,086,049        11,878,133  

Proposal 2 – Company Proposal – Ratification of Independent Accountants. The Company’s stockholders voted on and approved the ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018. The following table sets forth the stockholders vote at the Meeting with respect to this proposal:

 

For

   

Against

   

Abstain

   

Broker Non-Votes

344,377,727

    12,946    1,325    0

Proposal 3 – Company Proposal – Approval, on a non-binding, advisory basis named executive officer compensation. The Company’s stockholders voted on and approved, on a non-binding, advisory basis, the Company’s named executive officer compensation. The following table sets forth the stockholders vote at the Meeting with respect to this proposal:

 

For

   

Against

   

Abstain

   

Broker Non-Votes

329,004,022

    3,461,214    48,629    11,878,133

Proposal 4 – Stockholder Proposal – Request for the preparation and approval of a report related to the monitoring and management of certain risks related to vehicle lending. The Company’s stockholders voted and did not approve the proposal by the AFL-CIO Reserve Fund requesting the preparation and approval of a report related the monitoring and management of racial discrimination in vehicle lending. The following table sets forth the stockholders vote at the Meeting with respect to this proposal:

 

For

   

Against

   

Abstain

   

Broker Non-Votes

42,500,686

    286,956,392    3,056,787    11,878,133

SIGNATURE

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.

 

    SANTANDER CONSUMER USA HOLDINGS INC.
Dated: June 14, 2018    
    By:  

/s/ Christopher Pfirrman

    Name:   Christopher Pfirrman
    Title:   Chief Legal Officer and Corporate Secretary