Synchrony Financial — Proxy Solicitation & Information Statement 2023

Apr 4, 2023

DEFA14A 1 d449242ddefa14a.htm DEFA14A DEFA14A

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐	Definitive Proxy Statement
☒	Definitive Additional Materials
☐	Soliciting Material under §240.14a-12

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.
☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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synchrony SYNCHRONY FINANCIAL 777 LONG RIDGE ROAD STAMFORD, CT 06902 Your Vote Counts! SYNCHRONY FINANCIAL 2023 Annual Meeting Vote by May 17, 2023 11:59 PM ET V04244-P82839 You invested in SYNCHRONY FINANCIAL and it’s time to vote! You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy material for the stockholder meeting to be held on May 18, 2023. Get informed before you vote View the Notice and Proxy Statement and Annual Report online OR you can receive a free paper or email copy of the material(s) by requesting prior to May 4, 2023. If you would like to request a copy of the material(s) for this and/or future stockholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy. For complete information and to vote, visit www.ProxyVote.com Control # Smartphone users Point your camera here and vote without entering a control number Vote Virtually at the Meeting May 18, 2023 11:00 AM Eastern Time Virtually at: www.virtualshareholdermeeting.com/SYF2023 Please check the meeting materials for any special requirements for meeting attendance.

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Vote at www.ProxyVote.com THIS IS NOT A VOTABLE BALLOT This is an overview of the proposals being presented at the upcoming stockholder meeting. Please follow the instructions on the reverse side to vote these important matters. Voting Items Board Recommends 1. Election of Directors Nominees: 1a. Brian D. Doubles For 1b. Fernando Aguirre For 1c. Paget L. Alves For 1d. Kamila Chytil For 1e. Arthur W. Coviello, Jr. For 1f. Roy A. Guthrie For 1g. Jeffrey G. Naylor For 1h. Bill Parker For 1i. Laurel J. Richie For 1j. Ellen M. Zane For 2. Advisory Vote to Approve Named Executive Officer Compensation For 3. Ratification of Selection of KPMG LLP as Independent Registered Public Accounting Firm of the Company for 2023 For NOTE: Any other matters that may properly come before the meeting or any adjournments or postponements of the meeting. Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Sign up for E-delivery”. V04245-P82839