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SLM > SEC Filings for SLM > Form 8-K on 21-Nov-2011All Recent SEC Filings

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Form 8-K for SLM CORP


21-Nov-2011

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer


Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

(d) On November 21, 2011, SLM Corporation, a Delaware corporation (the "Company"), provided written notice to The New York Stock Exchange (the "NYSE") that the Company expects to voluntarily cease trading on the NYSE, effective on or about December 11, 2011, and intends to transfer its stock exchange listing to the NASDAQ to commence trading on or about December 12, 2011. The Company's common stock, par value $0.20 per share, and its other listed securities have been approved for listing on the NASDAQ.

The following equity and debt securities of the Company will trade under the following symbols:

Equity or Debt Securities                                  Symbol

Common Stock, par value $.20 per share                     SLM

6.97% Cumulative Redeemable Preferred Stock, Series A,
par value $.20 per share                                   SLMAP (previously, SLMPRA)

Floating Rate Non-Cumulative Preferred Stock, Series B,
par value $.20 per share                                   SLMBP (previously, SLMPRB)

Medium Term Notes, Series A, CPI-Linked Notes due
March 15, 2017                                             OSM

Medium Term Notes, Series A, CPI-Linked Notes due
January 16, 2018                                           ISM

6% Senior Notes due December 15, 2043                      JSM

A copy of the Company's press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.



Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year

(a) On November 17, 2011, the board of directors (the "Board") of the Company amended Section 12 of Article III (Qualification of Directors) to the Company's By-Laws to reference the definition of director "independence" contained in the Company's Board Governance Guidelines rather than explicitly defining "independence" in the By-Laws. The definition of "independence" in the Board Governance Guidelines is substantially similar to those contained in the By-Laws. In addition, as part of the transfer of stock exchange listing to the NASDAQ described above, certain definitions of independence in the Board Governance Guidelines will be amended to conform to the NASDAQ independence requirements.

The By-Laws amendment and the Board Governance Guidelines amendment will become effective upon the transfer of stock exchange listing to the NASDAQ.

The preceding description of the By-Laws amendment is qualified in its entirety by reference to the Company's By-Laws, a copy of which is filed as Exhibits 3.2 to this Current Report on Form 8-K and which are incorporated herein by reference.




Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

3.2 SLM Corporation By-Laws.

99.1 SLM Corporation Press Release dated November 21, 2011.


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