UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

SLM CORPORATION

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)		001-13251 (Commission File Number)		52-2013874 (I.R.S. Employer Identification No.)

300 Continental Drive, Newark, Delaware		19713
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (302) 283-8000

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:

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

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

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

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

 

 

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

SLM Corporation held its 2011 Annual Meeting of Shareholders on May 19, 2011. At the meeting, the following proposals were submitted to a vote of our shareholders, with the voting results indicated below:

Proposal 1 — Election of Directors. Our shareholders elected the following 16 directors to hold office until the 2012 annual meeting of shareholders and until their successors have been duly elected or appointed.

														Broker
		For				Against				Abstain				Non-Votes
Ann Torre Bates			442,525,531				7,872,382				191,470				21,357,144
W. M. Diefenderfer III			446,222,564				4,183,684				183,135				21,357,144
Diane Suitt Gilleland			445,497,954				4,904,647				186,782				21,357,144
Earl A. Goode			446,363,705				4,033,787				191,891				21,357,144
Ronald F. Hunt			446,298,611				4,129,099				161,673				21,357,144
Albert L. Lord			442,796,643				7,456,984				335,756				21,357,144
Michael E. Martin			448,432,968				1,955,991				200,424				21,357,144
Barry A Munitz			445,379,010				4,991,433				218,940				21,357,144
Howard H. Newman			448,846,668				1,567,080				175,635				21,357,144
A. Alexander Porter, Jr.			445,768,259				4,676,785				144,339				21,357,144
Frank C. Puleo			448,726,223				1,605,384				257,776				21,357,144
Wolfgang Schoellkopf			443,723,441				6,697,605				168,337				21,357,144
Steven L. Shapiro			445,418,770				4,953,336				217,277				21,357,144
J. Terry Strange			447,651,848				2,748,790				188,745				21,357,144
Anthony P. Terracciano			447,927,843				2,474,440				187,100				21,357,144
Barry L. Williams			432,986,443				17,421,274				181,666				21,357,144

Proposal 2 — Advisory Vote on Executive Compensation. Our shareholders approved, by an advisory vote, the compensation of our named executive officers.

For		Against				Abstain				Broker Non-Votes
440,734,595			6,138,972				3,715,816				21,357,144

Proposal 3 — Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation. Consistent with our Board of Directors’ recommendation, our shareholders approved, by an advisory vote, an annual advisory vote on compensation of our named executive officers. On May 19, 2011, following our annual meeting of shareholders, our Board of Directors determined to hold future advisory votes on the compensation of our named executive officers on an annual basis until we hold our next advisory vote on the frequency of such votes.

1 Year		2 Years				3 Years				Abstain				Broker Non-Votes
417,203,154			4,611,913				26,746,926				2,027,390				21,357,144

Proposal 4 — Ratification of the Appointment of PricewaterhouseCoopers LLP. Our shareholders ratified the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2011.

For		Against				Abstain				Broker Non-Votes
465,886,334			5,881,990				178,203				0

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.