8-K
false 0001580608 0001580608 2020-06-10 2020-06-10

 

 

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 10, 2020

 

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

  

Trading
Symbol(s)

  

Name of each exchange
on which registered

Common Stock, $0.01 par value per share

  

SC

  

New York Stock Exchange

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

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 10, 2020, the Annual Meeting of Stockholders (the “Meeting”) of Santander Consumer USA Holdings Inc. (the “Company”) was held virtually as a live audio webcast. As of the close of business on April 13, 2020, the record date for the Meeting, there were 321,118,420 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 314,537,288 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 24, 2020, to serve on the Company’s Board of Directors until the Company’s 2021 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

   

Withhold

   

Broker
Non-Votes

 

Mahesh Aditya

   

274,626,761

     

25,271,389

     

14,639,138

 

Homaira Akbari

   

299,464,204

     

433,946

     

14,639,138

 

Juan Carlos Alvarez de Soto

   

298,457,554

     

1,440,596

     

14,639,138

 

Stephen A. Ferriss

   

277,201,985

     

22,696,165

     

14,639,138

 

Victor Hill

   

298,160,518

     

1,737,632

     

14,639,138

 

Edith E. Holiday

   

297,114,977

     

2,783,173

     

14,639,138

 

Javier Maldonado

   

256,199,037

     

43,699,113

     

14,639,138

 

Robert J. McCarthy

   

298,999,174

     

898,976

     

14,639,138

 

William F. Muir

   

299,371,809

     

526,341

     

14,639,138

 

William Rainer

   

275,484,948

     

24,413,202

     

14,639,138

 

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, 2020. The following table sets forth the vote of the stockholders at the Meeting with respect to this proposal:

For

   

Against

   

Abstain

 
 

314,471,560

     

6,756

     

58,972

 

Proposal 3 – 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 certain risks related to vehicle lending. The following table sets forth the vote of the stockholders at the Meeting with respect to this proposal:

For

   

Against

   

Abstain

   

Broker Non-Votes

 
 

36,219,985

     

262,005,965

     

1,672,199

     

14,639,139

 

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 thereunto duly authorized.

 

 

SANTANDER CONSUMER USA HOLDINGS INC.

             

Date: June 12, 2020

 

 

By:

 

/s/ Christopher Pfirrman

 

 

 

Christopher Pfirrman

 

 

 

Chief Legal Officer

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Document and Entity Information
Jun. 10, 2020
Cover [Abstract]  
Amendment Flag false
Entity Central Index Key 0001580608
Document Type 8-K
Document Period End Date Jun. 10, 2020
Entity Registrant Name SANTANDER CONSUMER USA HOLDINGS INC.
Entity Incorporation State Country Code DE
Entity File Number 001-36270
Entity Tax Identification Number 32-0414408
Entity Address, Address Line One 1601 Elm St.
Entity Address, Address Line Two Suite #800
Entity Address, City or Town Dallas
Entity Address, State or Province TX
Entity Address, Postal Zip Code 75201
City Area Code (214)
Local Phone Number 634-1110
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common Stock, $0.01 par value per share
Trading Symbol SC
Security Exchange Name NYSE
Entity Emerging Growth Company false