Sallie Mae 2013 Annual Report Download - page 57

Investor Litigation
On January 28, 2014, a stockholder filed a putative class action complaint in the Court of Chancery of the
State of Delaware against the Company and our Board of Directors. The complaint is captioned William
McCrady v. SLM Corporation et. al., C.A. No. 9285-VCL. Plaintiff purports to bring the complaint on behalf of
a class of the holders of our Series B Preferred Stock in connection with our plan to separate our existing
business into two public companies, SLM BankCo, which will retain our consumer banking business, and
NewCo, which will retain our education loan management business. The complaint generally alleges, among
other things, that our Board of Directors breached its fiduciary duties to the Series B Preferred stockholders and
an implied covenant of good faith and fair dealing in structuring the proposed Spin-Off, given that the holders of
Series B Preferred Stock will not receive an interest in NewCo and, according to Plaintiff, the Spin-Off will
fundamentally and inequitably alter the Series B Preferred stockholders’ original investment. The complaint
seeks declaratory relief and unspecified compensatory and recissory damages, as well as costs and Plaintiff’s
attorneys fees. We believe that the lawsuit is entirely without merit and intend to defend it vigorously.
Item 4. Mine Safety Disclosures
N/A
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