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)Synchrony Financial (the "Company") held its annual meeting of stockholders on May 19, 2022.

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; and ratified the selection of KPMG LLP as our independent registered
public accounting firm for 2022. The voting results for each of these proposals
are detailed below.


A.   Election of Directors

                                                                                      BROKER
                                       FOR            AGAINST         ABSTAIN       NON-VOTES
       Margaret M. Keane           420,178,219       8,028,819        343,724       26,471,825
       Fernando Aguirre            416,651,568       11,763,846       135,348       26,471,825
       Paget L. Alves              427,409,288       1,003,459        138,015       26,471,825
       Kamila Chytil               427,732,206        695,322         123,234       26,471,825
       Arthur W. Coviello, Jr.     417,007,786       11,394,882       148,094       26,471,825
       Brian D. Doubles            427,430,401        972,528         147,833       26,471,825
       William W. Graylin          426,264,372       2,136,611        149,779       26,471,825
       Roy A. Guthrie              417,106,520       11,287,349       156,893       26,471,825
       Jeffrey G. Naylor           401,377,363       27,031,459       141,940       26,471,825
       Bill Parker                 421,977,869       6,420,675        152,218       26,471,825
       Laurel J. Richie            400,107,542       28,310,794       132,426       26,471,825
       Ellen M. Zane               395,143,888       33,269,806       137,068       26,471,825




B.   Management Proposals

                                                                                                                                                                                   BROKER
                                                                                                              FOR                   AGAINST                ABSTAIN                NON-VOTES
Advisory Vote to Approve Named Executive Officer Compensation                                             401,465,413              25,624,524             1,460,825              26,471,825



Ratification of Selection of KPMG
LLP as Independent Registered                                                                                    BROKER
Public Accounting Firm of the                FOR                     AGAINST                  ABSTAIN           NON-VOTES
Company for 2022                         451,413,669                2,304,026                1,304,892             N/A

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