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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 5, 2020
Navient
Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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001-36228
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46-4054283
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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123 Justison
Street, Wilmington,
Delaware
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19801
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code
(302)
283-8000
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Not Applicable
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(Former Name or Former Address, if Changed Since Last
Report)
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Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of
1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Trading
Symbol(s)
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Name of
each exchange on which registered
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Common stock,
par value $.01 per share
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NAVI
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The Nasdaq
Global Select Market
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6% Senior
Notes due December 15, 2043
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JSM
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The Nasdaq
Global Select Market
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ITEM
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On October 5, 2020, the Board of Directors
of Navient Corporation (the “Company”), (NASDAQ: NAVI)
appointed Joe Fisher as Executive Vice President, Chief
Financial Officer and Principal Accounting Officer effective
October 7, 2020. He will succeed Acting Chief Financial Officer and
Principal Accounting Officer Ted A. Morris, who will resume his
role as the Company’s Controller. Mr. Fisher will report to
President and CEO Jack Remondi at the Company’s headquarters
in Wilmington, Delaware.
Mr.
Fisher, age 40, has served as the Company’s Vice President of
Investor Relations and Corporate Development since April 2018. From
May 2014 to April 2018, Mr. Fisher was the Company’s Vice
President of Investor Relations. He has held various roles with
increasing responsibility since joining the company in 2002. Mr.
Fisher holds a B.S. in finance from the University of Pittsburgh
and he is a Chartered Financial Analyst. He serves on the board of
Building Hope which is an education nonprofit established by the
Company dedicated to expanding opportunities for underserved
students and families.
Mr.
Fisher will receive an annual base salary of $350,000, effective
October 7, 2020, with a target annual cash incentive opportunity
equal to 150% of his annual base salary. For 2020, his annual cash
incentive opportunity will be pro-rated to reflect his appointment
at the beginning of the fourth quarter of the Company’s 2020
fiscal year. Mr. Fisher will be awarded a one-time promotion equity
award of restricted stock units (“Promotion RSUs”) with
a grant date value of $150,000. The number of Promotion RSUs will
be based upon the closing market price of the Company’s
common stock on the date of grant. The Promotion RSUs will vest in
one-third equal increments on the first, second and third
anniversary of the grant date, subject to Mr. Fisher’s
continued employment with the Company, and will be subject to the
same terms and conditions applicable to RSUs granted to other
senior executives under the Company’s existing long-term
incentive program. Prior to his appointment as Chief Financial
Officer, in February 2020, Mr. Fisher received an annual equity
award of restricted stock units (“RSUs”) with a grant
date value of $90,000. The number of RSUs granted was based upon
the closing market price of the Company’s common stock on the
date of grant, February 6, 2020. Mr. Fisher will be eligible to
receive additional equity awards in early 2021 as part of the
Company’s annual long-term incentive program for senior
executives.
Mr.
Fisher also will be eligible to participate in a variety of
employee benefit programs generally available to employees of the
Company. Additionally, he will be eligible to participate in the
Navient Corporation Executive Severance Plan for Senior Officers
and the Navient Corporation Change in Control Severance Plan for
Senior Officers, which provide for certain post-employment
severance payments to our executives, as well as the Navient
Deferred Compensation Plan. Mr. Fisher, who currently works in
the Company’s Herndon, Virginia office, also will be eligible
for up to $150,000 in relocation benefits.
ITEM
7.01 Regulation FD Disclosure.
On
October 6, 2020, the Company issued a news release announcing the
matters set forth above in Item 5.02. A copy of the news release is
furnished as Exhibit 99.1 to this Current Report on Form 8-K.
A copy of the news release is also available on the Company’s
website at www.navient.com.
The
information in Item 7.01 of this Current Report on Form 8-K is
being furnished and shall not be deemed “filed” for the
purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), or otherwise subject to
the liability of such section or incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.
ITEM
9.01 Financial Statements and Exhibits.
Exhibit No.
99.1 News Release dated October 6,
2020
104
Cover Page Interactive Data File (embedded within the Inline XBRL
document)
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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NAVIENT CORPORATION
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Date:
October 6, 2020
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By:
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/s/
Mark L. Heleen
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Name:
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Mark L.
Heleen
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Title:
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Chief
Legal Officer
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