DEFA14A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

 

Filed by the registrant x                                Filed by a party other than the registrant  ¨

Check the appropriate box:

 

¨ Preliminary Proxy Statement

 

¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e) (2))

 

¨ Definitive Proxy Statement

 

x Definitive Additional Materials

 

¨ Soliciting Material Pursuant to Section 240.14a-12

Navient Corporation

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of filing fee (check the appropriate box):

x   No fee required.
¨   Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
  (1)  

Title of each class of securities to which transaction applies:

 

     

  (2)  

Aggregate number of securities to which transaction applies:

 

     

  (3)  

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

     

  (4)  

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  (5)  

Total fee paid:

 

     

¨   Fee paid previously with preliminary materials.
¨   Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
  (1)  

Amount Previously Paid:

 

     

  (2)  

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  (3)  

Filing Party:

 

     

  (4)  

Date Filed:

 

     

 

 

 


*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on May 26, 2016.

 

 

 

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  NAVIENT CORPORATION  

 

Meeting Information

   

 

 Meeting Type:             Annual Meeting

     For holders as of:        March 30, 2016
     Date: May 26, 2016              Time: 11:00 AM
     Location:    Navient Corporation
   

     123 Justison Street

   

     Wilmington, DE 19801

     
   

 

You are receiving this communication because you hold shares in the company named above.

 

LOGO

NAVIENT CORPORATION

ATTN: CORPORATE SECRETARY

123 JUSTISON STREET

WILMINGTON, DE 19801

 

 

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

   

 

We encourage you to access and review all of the important information contained in the proxy materials before voting.

 

    See the reverse side of this notice to obtain proxy materials and voting instructions.
   
   
   


— Before You Vote —

How to Access the Proxy Materials

 

   

 

Proxy Materials Available to VIEW or RECEIVE:

   

 

NOTICE AND PROXY STATEMENT             FORM 10-K

   

 

How to View Online:

   

 

Have the information that is printed in the box marked by the arrow LOGO (located on the following page) and visit: www.proxyvote.com.

   

 

How to Request and Receive a PAPER or E-MAIL Copy:

   

 

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

   

 

1) BY INTERNET:        www.proxyvote.com

   

2) BY TELEPHONE:    1-800-579-1639

   

3) BY E-MAIL*:            sendmaterial@proxyvote.com

   

 

*  If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow LOGO (located on the following page) in the subject line.

   

 

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 12, 2016 to facilitate timely delivery.

 

— How To Vote —

Please Choose One of the Following Voting Methods

 

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Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.

 

 

Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow LOGO (located on the following page) available and follow the instructions.

 

 

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

 


 

Voting Items

 

  

 

The Board of Directors recommends you vote FOR the following proposals:

 

1.

 

Election of Directors

 
 

Nominees:

 
 

1a.

  

John K. Adams, Jr.

 
 

1b.

  

Ann Torre Bates

 
 

1c.

  

Anna Escobedo Cabral

 
 

1d.

  

William M. Diefenderfer, III

 
 

1e.

  

Diane Suitt Gilleland

 
 

1f.

  

Katherine A. Lehman

 
 

1g.

  

Linda A. Mills

 
 

1h.

  

Barry A. Munitz

 
 

1i.

  

John F. Remondi

 
 

1j.

  

Jane J. Thompson

 
 

1k.

  

Laura S. Unger

 
 

1l.

  

Barry L. Williams

 

 

 

 

 

2.

Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2016.

 

3.

Advisory vote to approve named executive officer compensation.

The Board of Directors recommends you vote AGAINST the following proposal:

 

4.

Shareholder proposal regarding disclosure of lobbying activities and expenses.

NOTE: The shares represented by this proxy when properly executed will be voted in the manner directed herein. If any other matters properly come before the meeting, the person named in this proxy will vote in their discretion.

 

 

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