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): December 20, 2024
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(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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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 (703 )
810-3000
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
(see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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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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. ☐
| Item 1.01. |
Entry into a Definitive Material Agreement.
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On December 20, 2024, Sherborne Investors Management LP and certain of its affiliates (collectively, “Sherborne”) and Navient Corporation (the “Company”) entered into
a second amendment (the “Second Amendment”) to the Nomination and Cooperation Agreement, dated April 14, 2022, as amended by Amendment No. 1 to the Nomination and Cooperation Agreement, dated as of December 14, 2023 (as amended, the “Agreement”).
The Second Amendment extends the “Covered Period”, during which certain customary standstill provisions and other terms apply, at least through the earlier of (x) the closing of the Company’s 2025 annual meeting of stockholders and (y) 5:00 p.m.
Eastern Time on June 30, 2025.
The Amendment deleted in its entirety Section 5(a) of the Agreement and replaced it with the following:
“(a) This Agreement is effective as of the date hereof and shall remain in full force and effect for the period (the “Covered Period”) commencing on the date hereof and ending on the date that is the earlier of (A) the later of the date that is (i) the earlier of (x) the closing of the 2025 annual meeting of
stockholders of the Company and (y) 5:00 p.m. Eastern Time on June 30, 2025, and (ii) the date that is twenty (20) business days following the date the Sherborne Designee ceases to be a member of the Board; and (B) the election to terminate this
Agreement by the non-breaching Party, upon a judicial determination that the Sherborne Group or the Company has materially breached any of the terms of this Agreement or the Confidentiality Agreement and has failed to cure any such breach within
twenty (20) days of receipt of written notice of such determination.”
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is attached as Exhibit 10.1 hereto and is
incorporated herein by reference.
| Item 9.01 |
Financial Statements and Exhibits
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(d) Exhibits.
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Exhibit
Number
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Description
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Amendment No. 2 to Nomination and Cooperation Agreement by and among Sherborne Investors Management LP, Newbury Investors LLC, Sherborne Strategic Fund
F, LLC, Edward J. Bramson and Navient Corporation, dated December 20, 2024.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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SIGNATURE
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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By:
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/s/ Matthew Sheldon
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Name:
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Matthew Sheldon
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Title:
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Senior Vice President & General Counsel
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Date: December 26, 2024
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Exhibit 10.1
EXECUTION VERSION
AMENDMENT NO. 2
TO
NOMINATION AND COOPERATION AGREEMENT
This Amendment No. 2, dated as of December 20, 2024 (this “Amendment”), to the
Nomination and Cooperation Agreement, dated as of April 14, 2022, as amended by Amendment No. 1 to Nomination and Cooperation Agreement, dated as of December 14, 2023 (as may be amended, modified or supplemented from time to time in accordance with
its terms, the “Cooperation Agreement”), is by and among Navient Corporation, a Delaware corporation (the “Company”), Mr. Edward
J. Bramson (the “Sherborne Designee”), Sherborne Investors Management LP, Newbury Investors LLC, and Sherborne Strategic Fund F, LLC (together with Sherborne Investors Management LP,
Newbury Investors LLC, and the Sherborne Designee, “Sherborne”).
WHEREAS, the Company’s Board of Directors has agreed to appoint Edward J. Bramson as Chair of the Board, effective upon the closing of the 2025
annual meeting of stockholders of the Company;
WHEREAS, Newbury Investors LLC distributed shares of Common Stock beneficially owned by it to Sherborne Strategic Fund F, LLC in connection with an
internal restructuring, as a result of which Sherborne Strategic Fund F, LLC became a member of the Sherborne Group, and by entering into this Amendment, Sherborne Strategic Fund F, LLC is joined as a party to the Cooperation Agreement; and
WHEREAS, in accordance with Section 11 of the Cooperation Agreement, the parties hereto
wish to amend the Cooperation Agreement as set forth below.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound, agree as follows:
1. Defined Terms. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Cooperation Agreement.
2. Amendment. The parties acknowledge and agree that:
A. Section 5(a) of the Cooperation Agreement is hereby deleted in its entirety and replaced with the following:
“(a) This Agreement is effective as of the date hereof and shall remain in full force and effect for the period (the “Covered Period”) commencing on the date hereof and ending on the date that is the earlier of (A) the later of the date that is (i) the earlier of (x) the closing of the 2025 annual meeting of stockholders of the
Company and (y) 5:00 p.m. Eastern Time on June 30, 2025, and (ii) the date that is twenty (20) business days following the date the Sherborne Designee ceases to be a member of the Board; and (B) the election to terminate this Agreement by the
non-breaching Party, upon a judicial determination that the Sherborne Group or the Company has materially breached any of the terms of this Agreement or the Confidentiality Agreement and has failed to cure any such breach within twenty (20) days of
receipt of written notice of such determination.”
3. No Other Amendments to Cooperation Agreement.
A. On and after the date hereof, each
reference in the Cooperation Agreement to “this Agreement”, “herein”, “hereof”, “hereunder” or words of similar import shall mean and be a reference to the Cooperation Agreement as amended hereby.
B. Except as otherwise expressly provided
herein, all of the terms and conditions of the Cooperation Agreement remain unchanged and continue in full force and effect.
4. Miscellaneous. The provisions of Section 9 (Miscellaneous), Section 11 (Entire
Agreement; Amendment), Section 12 (Notices), Section 13 (Severability), Section 14 (Counterparts), Section 15 (No Third Party Beneficiaries; Assignment) and Section 16 (Interpretation and Construction) of the Cooperation Agreement are incorporated into, and shall apply to, this Amendment, mutatis mutandis.
[Remainder of page intentionally left blank; signature page follows]
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IN WITNESS WHEREOF, this Amendment has been executed on behalf of each of the parties hereto as of the date first above written.
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NAVIENT CORPORATION
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By:
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/s/ Matthew Sheldon | ||
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Name:
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Matthew Sheldon
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Title:
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Senior Vice President & General Counsel
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[Signature Page to Amendment No. 2 to Cooperation Agreement]
IN WITNESS WHEREOF, this Amendment has been executed on behalf of each of the parties hereto as of the date first above written.
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SHERBORNE INVESTORS MANAGEMENT LP
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By:
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/s/ Stephen L. Welker
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Name:
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Stephen L. Welker
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Title:
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Managing Director
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NEWBURY INVESTORS LLC
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By:
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/s/ Stephen L. Welker
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Name:
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Stephen L. Welker
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Title:
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Managing Director
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SHERBORNE STRATEGIC FUND F, LLC
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By:
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/s/ Stephen L. Welker
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Name:
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Stephen L. Welker
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Title:
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Managing Director
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By:
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/s/ Edward J. Bramson
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Name:
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Edward J. Bramson
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[Signature Page to Amendment No. 2 to Cooperation Agreement]