UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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).
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Securities registered pursuant to Section 12(b) of the Act:
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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:
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| For |
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| Against |
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| Abstain |
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| Broker Non-Votes |
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Frederick Arnold |
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| 94,914,507 |
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| 13,147,372 |
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| 47,037 |
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| 9,681,819 |
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Edward J. Bramson |
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| 104,341,613 |
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| 3,662,571 |
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| 104,732 |
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| 9,681,819 |
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Anna Escobedo Cabral |
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| 97,594,834 |
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| 10,467,740 |
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| 46,342 |
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| 9,681,819 |
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Larry A. Klane |
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| 95,284,582 |
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| 12,777,058 |
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| 47,276 |
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| 9,681,819 |
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Michael A. Lawson |
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| 104,875,937 |
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| 3,185,851 |
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| 47,128 |
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| 9,681,819 |
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Linda A. Mills |
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| 94,468,973 |
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| 13,590,624 |
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| 49,319 |
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| 9,681,819 |
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Jane J. Thompson |
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| 94,756,277 |
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| 13,309,804 |
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| 42,835 |
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| 9,681,819 |
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Laura S. Unger |
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| 94,574,906 |
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| 13,489,747 |
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| 44,263 |
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| 9,681,819 |
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David L. Yowan |
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| 97,173,160 |
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| 10,890,431 |
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| 45,325 |
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| 9,681,819 |
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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 |
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| Against |
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| Abstain |
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| 115,416,476 |
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| 2,294,751 |
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| 79,508 |
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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 |
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| Against |
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| Abstain |
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| Broker Non-Votes |
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| 106,706,976 |
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| 1,104,581 |
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| 297,359 |
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| 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.
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| NAVIENT CORPORATION | |||
Date: May 31, 2023 |
| By: | /s/ Mark L. Heleen | ||
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| Mark L. Heleen | ||
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| Chief Legal Officer |
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