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 21, 2015
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
(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)) |
| ITEM 5.07 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
On May 21, 2015, Navient Corporation (the “Company”) held its 2015 Annual Meeting of Shareholders (the “Annual Meeting”). As of the close of business on March 26, 2015, the record date for the Annual Meeting, 391,209,352 shares of common stock, par value $.01 per share, were outstanding and entitled to vote. At the Annual Meeting, 351,389,788 shares, or approximately 89.82%, 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 13 directors to hold office until the 2016 Annual Meeting of Shareholders and until their successors have been duly elected or appointed, as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||
| John K. Adams, Jr. |
339,448,782 | 283,058 | 85,039 | 11,572,909 | ||||||||||||
| Ann Torre Bates |
336,401,573 | 3,336,087 | 79,219 | 11,572,909 | ||||||||||||
| Anna Escobedo Cabral |
339,443,516 | 294,827 | 78,536 | 11,572,909 | ||||||||||||
| William M. Diefenderfer, III |
339,433,999 | 297,285 | 85,595 | 11,572,909 | ||||||||||||
| Diane Suitt Gilleland |
338,839,110 | 913,259 | 64,510 | 11,572,909 | ||||||||||||
| Katherine A. Lehman |
339,116,375 | 619,446 | 81,058 | 11,572,909 | ||||||||||||
| Linda A. Mills |
339,147,552 | 636,816 | 32,511 | 11,572,909 | ||||||||||||
| Barry A. Munitz |
338,896,810 | 849,266 | 70,803 | 11,572,909 | ||||||||||||
| John F. Remondi |
339,187,858 | 600,808 | 28,213 | 11,572,909 | ||||||||||||
| Steve L. Shapiro |
338,494,757 | 1,285,805 | 36,599 | 11,572,909 | ||||||||||||
| Jane J. Thompson |
321,040,558 | 18,742,125 | 34,196 | 11,572,909 | ||||||||||||
| Laura S. Unger |
339,494,562 | 291,255 | 31,062 | 11,572,909 | ||||||||||||
| Barry L. Williams |
339,071,816 | 656,073 | 88,990 | 11,572,909 | ||||||||||||
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, 2015, as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 351,035,289 |
306,909 | 47,590 | 0 |
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 | |||
| 325,159,249 |
14,580,569 | 77,061 | 11,572,909 |
Proposal 4 – Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation. Consistent with the Board of Directors’ recommendation, the Company’s shareholders approved, by an advisory vote, an annual frequency for the advisory vote on the compensation of its named executive officers, as follows:
| 1 Year |
2 Years |
3 Years |
Abstain | |||
| 313,041,597 |
5,298,245 | 21,355,603 | 121,434 |
Proposal 5 – Approval of Material Terms for Performance-Based Awards. The Company’s shareholders approved the material terms for Performance-Based Awards under the Company’s 2014 Omnibus Incentive Plan, as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 324,864,565 |
11,959,233 | 2,993,081 | 11,572,909 |
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 28, 2015 | By: | /s/ Mark L. Heleen | ||
| Mark L. Heleen | ||||
| Executive Vice President, Chief Legal Officer and Secretary | ||||