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 16, 2016
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)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
| (e) | Amendment and Restatement of the Santander Consumer USA Holdings Inc. Omnibus Incentive Plan |
On June 16, 2016, at the Annual Meeting of Stockholders (the “Meeting”), the stockholders of Santander Consumer USA Holdings Inc. (the “Company”) approved an amendment and restatement to the Santander Consumer USA Holdings Inc. Omnibus Incentive Plan (as so amended and restated, the “Amended Plan”) as described in the Company’s definitive proxy statement, filed with the Securities and Exchange Commission on April 29, 2016 (the “Proxy Statement”). The Amended Plan had previously been approved, subject to stockholder approval, by the Board of Directors of the Company (the “Board”).
The Amended Plan will be administered by the Board or such other committee of the Board as the Board may from time to time designate. The Amended Plan authorizes the following types of awards to be made to current and prospective directors, employees (including executive officers) and/or consultants to the Company and any of its subsidiaries and affiliates: (1) stock options, (2) stock appreciation rights, (3) restricted stock, (4) restricted stock units, (5) stock bonus awards, (6) cash awards, and (7) performance awards, including awards intended to be qualified performance-based awards under Section 162(m) of the Internal Revenue Code of 1986, as amended.
A summary of the Amended Plan is set forth in our Proxy Statement. That summary and the foregoing description of the Amended Plan are qualified in their entirety by reference to the text of the Amended Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders
The Meeting was held on June 16, 2016 in Dallas, Texas. As of the close of business on April 26, 2016, the record date for the Meeting, there were 358,169,999 shares of the Company’s common stock outstanding, with each share entitled to one vote on each matter presented for vote at the Meeting. The holders of 313,296,885 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 13 persons nominated for election as directors as set forth in the Proxy Statement to serve on the Board until the Annual Meeting of Stockholders in 2017. The following table sets forth the vote of the stockholders at the meeting with respect to the election of directors:
| Nominee |
For | Against | Abstain | Broker Non-Votes | ||||||||||||
| Jose Doncel Razola |
273,554,482 | 0 | 21,268,170 | 18,474,233 | ||||||||||||
| Stephen A. Ferriss |
277,990,118 | 0 | 16,832,534 | 18,474,233 | ||||||||||||
| Brian M. Gunn |
273,510,980 | 0 | 21,311,672 | 18,474,233 | ||||||||||||
| Victor Hill |
273,532,665 | 0 | 21,289,987 | 18,474,233 | ||||||||||||
| Mark Hurley |
291,857,468 | 0 | 2,965,184 | 18,474,233 | ||||||||||||
| Jason A. Kulas |
275,084,516 | 0 | 19,738,136 | 18,474,233 | ||||||||||||
| Javier Maldonado |
271,441,076 | 0 | 23,381,576 | 18,474,233 | ||||||||||||
| Blythe Masters |
291,455,275 | 0 | 3,367,377 | 18,474,233 | ||||||||||||
| Robert J. McCarthy |
277,975,985 | 0 | 16,846,667 | 18,474,233 | ||||||||||||
| Gerald P. Plush |
273,227,761 | 0 | 21,594,891 | 18,474,233 | ||||||||||||
| William Rainer |
278,035,624 | 0 | 16,787,028 | 18,474,233 | ||||||||||||
| Wolfgang Schoellkopf |
277,793,225 | 0 | 17,029,427 | 18,474,233 | ||||||||||||
| Heidi Ueberroth |
291,398,565 | 0 | 3,424,087 | 18,474,233 | ||||||||||||
2
Proposal 2 – Company Proposal – Ratification of Independent Accountants. The Company’s stockholders voted upon and approved the ratification of the appointment of PricewaterhouseCoopers to serve as the Company’s independent registered accountants for the fiscal year ending December 31, 2016. The votes on this proposal were as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 313,061,145 | 235,004 | 736 | 0 |
Proposal 3 – Company Proposal – Amendment and Restatement of the Santander Consumer USA Holdings Inc. Omnibus Incentive Plan. The Company’s stockholders voted upon and approved the Amended Plan. The votes on this proposal were as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 292,870,445 | 1,809,412 | 142,795 | 18,474,233 |
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
| Exhibit |
Description | |
| 10.1 | Santander Consumer USA Holdings Inc. Omnibus Incentive Plan, as amended and restated effective as of June 16, 2016. | |
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 17, 2016 | ||||||
| By: | /s/ Christopher Pfirrman | |||||
| Name: | Christopher Pfirrman | |||||
| Title: | Senior Chief Legal Officer | |||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 10.1 | Santander Consumer USA Holdings Inc. Omnibus Incentive Plan, as amended and restated effective as of June 16, 2016. | |