UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07. Submission of Matters to a Vote of Security Holders
On June 3, 2021, 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 9, 2021, the record date for the Meeting, there were 306,035,735.00 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 300,576,281.15 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 11 individuals nominated for election as directors, as set forth in the Company’s proxy statement, dated April 23, 2021 (the “Proxy Statement”), to serve on the Company’s Board of Directors until the Company’s 2022 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 |
282,409,515.15 | 15,647,717.00 | 2,519,049.00 | |||
| Homaira Akbari |
297,547,459.15 | 509,773.00 | 2,519,049.00 | |||
| Juan Carlos Alvarez de Soto |
296,792,303.15 | 1,264,929.00 | 2,519,049.00 | |||
| Leonard Coleman, Jr. |
296,992,225.15 | 1,065,007.00 | 2,519,049.00 | |||
| Stephen A. Ferriss |
297,345,708.15 | 711,524.00 | 2,519,049.00 | |||
| Victor Hill |
296,783,504.15 | 1,273,728.00 | 2,519,049.00 | |||
| Edith E. Holiday |
297,393,108.15 | 664,124.00 | 2,519,049.00 | |||
| Javier Maldonado |
281,609,735.15 | 16,447,497.00 | 2,519,049.00 | |||
| Robert J. McCarthy |
297,656,796.15 | 400,436.00 | 2,519,049.00 | |||
| William F. Muir |
297,540,681.15 | 516,551.00 | 2,519,049.00 | |||
| William Rainer |
293,241,406.15 | 4,815,826.00 | 2,519,049.00 |
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, 2021. The following table sets forth the vote of the stockholders at the Meeting with respect to this proposal:
| For |
Against |
Abstain | ||
| 300,558,741.15 |
9,338.00 | 8,202.00 |
Proposal 3 – Company Proposal – Advisory Vote on Executive Compensation. The Company’s stockholders voted upon and approved, on a nonbinding, advisory basis, the compensation of the Company’s named executive officers, as described in the Proxy Statement. The following table sets forth the vote of the stockholders at the Meeting with respect to this proposal:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 297,572,827.15 |
468,511.00 | 15,894.00 | 2,519,049.00 |
Proposal 4 – Company Proposal – Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation. The Company’s stockholders voted upon and approved, on a nonbinding, advisory basis, the frequency of future advisory votes on the compensation of the Company’s named executive officers. The following table sets forth the vote of the stockholders at the Meeting with respect to this proposal:
| 1 Year |
2 Year |
3 Year |
Abstain |
Broker Non-Votes | ||||
| 42,349,440.04 |
5,843.00 | 255,696,015.11 | 5,934.00 | 2,519,049.00 |
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 8, 2021 | By: | /s/ Christopher Pfirrman |
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| Christopher Pfirrman | ||||||||
| Chief Legal Officer | ||||||||