8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): May 25, 2023

Navient Corporation

(Exact name of registrant as specified in its charter)

Delaware	001-36228	46-4054283
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

123 Justison Street, Wilmington, Delaware	19801
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (302) 283-8000

Not Applicable

(Former name or former address, if changed since last report)

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:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $.01 per share	NAVI	The Nasdaq Global Select Market
6% Senior Notes due December 15, 2043	JSM	The Nasdaq Global Select Market
Preferred Stock Purchase Rights	None	The Nasdaq Global Select Market

ITEM 5.07 Submission of Matters to a Vote of Security Holders

On May 25, 2023, Navient held its 2023 Annual Meeting of Shareholders (the “Annual Meeting”). As of the close of business on March 28, 2023, the record date for the Annual Meeting, 126,889,945 shares of common stock, par value $.01 per share, were outstanding and entitled to vote. At the Annual Meeting, 117,790,735 shares, or approximately 92.8%, of the outstanding shares of common stock entitled to vote were represented in person or by proxy. At the Annual Meeting, the following proposals were submitted to a vote of the Company’s shareholders, with the voting results indicated below:

Proposal 1 – Election of Directors. The Company’s shareholders elected the following 9 directors to hold office until the 2024 Annual Meeting of Shareholders and until their successors have been duly elected or appointed:

	For		Against		Abstain		Broker Non-Votes
Frederick Arnold		94,914,507		13,147,372		47,037		9,681,819
Edward J. Bramson		104,341,613		3,662,571		104,732		9,681,819
Anna Escobedo Cabral		97,594,834		10,467,740		46,342		9,681,819
Larry A. Klane		95,284,582		12,777,058		47,276		9,681,819
Michael A. Lawson		104,875,937		3,185,851		47,128		9,681,819
Linda A. Mills		94,468,973		13,590,624		49,319		9,681,819
Jane J. Thompson		94,756,277		13,309,804		42,835		9,681,819
Laura S. Unger		94,574,906		13,489,747		44,263		9,681,819
David L. Yowan		97,173,160		10,890,431		45,325		9,681,819

Proposal 2 – Ratification of the Appointment of KPMG LLP. The Company’s shareholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023, as follows: 

For	Against	Abstain
115,416,476	2,294,751	79,508

Proposal 3 – Advisory Vote on Executive Compensation. The Company’s shareholders approved, by an advisory vote, the compensation of its named executive officers, as follows:

For	Against	Abstain	Broker Non-Votes
106,706,976	1,104,581	297,359		9,681,819

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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.

	NAVIENT CORPORATION
Date:  May 31, 2023	By:	/s/ Mark L. Heleen
		Mark L. Heleen
		Chief Legal Officer

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XML

Cover	May 25, 2023
Document Information Line Items
Entity Registrant Name	Navient Corporation
Entity Central Index Key	0001593538
Document Type	8-K
Amendment Flag	false
Entity Emerging Growth Company	false
Document Period End Date	May 25, 2023
Entity Incorporation State Country Code	DE
Entity Tax Identification Number	46-4054283
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity File Number	001-36228
Entity Address Address Line 1	123 Justison Street
Entity Address City Or Town	Wilmington
Entity Address State Or Province	DE
Entity Address Postal Zip Code	19801
City Area Code	302
Local Phone Number	283-8000
Common Stock [Member]
Document Information Line Items
Security 12b Title	Common stock, par value $.01 per share
Trading Symbol	NAVI
Security Exchange Name	NASDAQ
Senior Notes [Member]
Document Information Line Items
Security 12b Title	6% Senior Notes due December 15, 2043
Trading Symbol	JSM
Security Exchange Name	NASDAQ
Preferred Stock [Member]
Document Information Line Items
Security 12b Title	Preferred Stock Purchase Rights
Security Exchange Name	NASDAQ