SYNCHRONY FINANCIAL : Submission of Matters to a Vote of Security Holders (form 8-K)

Item 5.07 Submission of Matters to a Vote of Security Holders.

a)The Company held its annual meeting of stockholders on May 20, 2021.

b)The stockholders elected all of the directors named in the proxy statement for
the coming year; approved our named executives' compensation in an advisory
vote; selected every year as the frequency of the vote to approve our named
executive officers' compensation in an advisory vote; and ratified the selection
of KPMG LLP as our independent registered public accounting firm for 2021. The
voting results for each of these proposals are detailed below.

A.   Election of Directors

                                                                                      BROKER
                                       FOR            AGAINST         ABSTAIN       NON-VOTES
       Margaret M. Keane           482,843,162       3,886,530        165,039       24,800,103
       Brian D. Doubles            485,696,402       1,009,270        189,059       24,800,103
       Fernando Aguirre            480,274,648       6,431,943        188,140       24,800,103
       Paget L. Alves              484,839,159       1,846,012        209,560       24,800,103
       Arthur W. Coviello, Jr.     434,437,480       52,265,934       191,317       24,800,103
       William W. Graylin          485,688,362        969,779         236,590       24,800,103
       Roy A. Guthrie              456,589,994       30,118,234       186,503       24,800,103
       Jeffrey G. Naylor           479,368,101       7,307,709        218,921       24,800,103
       Bill Parker                 485,421,200       1,279,137        194,394       24,800,103
       Laurel J. Richie            477,785,319       8,942,769        166,643       24,800,103
       Olympia J. Snowe            482,425,181       4,302,837        166,713       24,800,103
       Ellen M. Zane               478,927,289       7,803,436        164,006       24,800,103




B.   Management Proposals
                                                                                                                                                                                   BROKER
                                                                                                              FOR                   AGAINST                ABSTAIN                NON-VOTES
Advisory Vote to Approve Named Executive Officer Compensation                                             438,311,969              48,305,409              277,353               24,800,103


                                                                                                                                               BROKER
                                                  ONE YEAR               TWO YEARS             THREE YEARS              ABSTAIN              NON-VOTES
Advisory Vote on Frequency of the Vote
to Approve Named Executive Officers'
Compensation                                 476,224,915                  140,245              10,123,343               406,228              24,800,103


Ratification of Selection of KPMG
LLP as Independent Registered                                                                                    BROKER
Public Accounting Firm of the                FOR                     AGAINST                  ABSTAIN           NON-VOTES
Company for 2021                         509,754,685                1,776,840                 163,309              N/A

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