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

On June 3, 2021, the Annual Meeting of Stockholders (the "Meeting") of Santander Consumer USA Holdings Inc. (the "Company") was held virtually as a live audio webcast. As of the close of business on April 9, 2021, the record date for the Meeting, there were 306,035,735.00 shares of the Company's common stock outstanding, with each share entitled to one vote on each matter presented for consideration at the Meeting. The holders of 300,576,281.15 shares of the Company's common stock were present in person, or represented by proxy, at the Meeting. At the Meeting, the Company's stockholders voted on the matters set forth below.

Proposal 1 - Company Proposal - Election of Directors. The Company's stockholders elected all 11 individuals nominated for election as directors, as set forth in the Company's proxy statement, dated April 23, 2021 (the "Proxy Statement"), to serve on the Company's Board of Directors until the Company's 2022 Annual Meeting of Stockholders. The following table sets forth the vote of the stockholders at the Meeting with respect to the election of directors:





          Nominee                  For           Withhold      Broker Non-Votes
Mahesh Aditya                 282,409,515.15   15,647,717.00     2,519,049.00
Homaira Akbari                297,547,459.15    509,773.00       2,519,049.00
Juan Carlos Alvarez de Soto   296,792,303.15   1,264,929.00      2,519,049.00
Leonard Coleman, Jr.          296,992,225.15   1,065,007.00      2,519,049.00
Stephen A. Ferriss            297,345,708.15    711,524.00       2,519,049.00
Victor Hill                   296,783,504.15   1,273,728.00      2,519,049.00
Edith E. Holiday              297,393,108.15    664,124.00       2,519,049.00
Javier Maldonado              281,609,735.15   16,447,497.00     2,519,049.00
Robert J. McCarthy            297,656,796.15    400,436.00       2,519,049.00
William F. Muir               297,540,681.15    516,551.00       2,519,049.00
William Rainer                293,241,406.15   4,815,826.00      2,519,049.00

Proposal 2 - Company Proposal - Ratification of Independent Accountants. The Company's stockholders voted on and approved the ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2021. The following table sets forth the vote of the stockholders at the Meeting with respect to this proposal:





     For         Against    Abstain
300,558,741.15   9,338.00   8,202.00

Proposal 3 - Company Proposal - Advisory Vote on Executive Compensation. The Company's stockholders voted upon and approved, on a nonbinding, advisory basis, the compensation of the Company's named executive officers, as described in the Proxy Statement. The following table sets forth the vote of the stockholders at the Meeting with respect to this proposal:





     For          Against      Abstain    Broker Non-Votes
297,572,827.15   468,511.00   15,894.00     2,519,049.00

Proposal 4 - Company Proposal - Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation. The Company's stockholders voted upon and approved, on a nonbinding, advisory basis, the frequency of future advisory votes on the compensation of the Company's named executive officers. The following table sets forth the vote of the stockholders at the Meeting with respect to this proposal:





   1 Year        2 Year        3 Year       Abstain    Broker Non-Votes
42,349,440.04   5,843.00   255,696,015.11   5,934.00     2,519,049.00

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