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): March 30,
2017
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))
ITEM 5.02 Departure of Directors or Principal Officers;
Election of Directors; Appointment of Principal
Officers.
On March 30, 2017, based upon the recommendation of the Nominations
and Governance Committee of the Board of Directors (the
“Board”) of Navient Corporation (the
“Company”), the Board unanimously approved the
appointment of David L. Yowan as a director filling an existing
vacancy on the Board, effective immediately. Mr. Yowan will serve
for an initial term ending at the Company’s 2017 Annual
Meeting of Stockholders. The Board has determined that Mr. Yowan
will serve on the Audit Committee, and the Finance and Operations
Committee.
On April 4, 2017, the Company
issued a press release announcing Mr. Yowan’s appointment to
the Board. A copy of the press release in furnished as Exhibit 99.1
hereto.
The Board has affirmatively determined that Mr. Yowan meets the
qualifications of an independent director under Nasdaq Rule
5605(a)(2) and the Company’s Corporate Governance Guidelines.
Navient is not aware of any transactions with Mr. Yowan that would
require disclosure under Item 404(a) of Regulation S-K. As a
non-employee director, Mr. Yowan will participate in
Navient’s compensation program for non-employee directors as
described under the caption "Director Compensation" in
Navient’s Proxy Statement filed with the Securities and
Exchange Commission.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d)
Exhibits
|
99.1*
|
Press
Release, dated April 4, 2017
|
|
|
|
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:
April 4, 2017
|
|
By:
|
/s/
Mark L. Heleen
|
|
|
|
|
|
|
Mark
L. Heleen
|
|
|
|
|
|
|
Chief
Legal Officer
|
|
|
EXHIBIT INDEX
|
99.1*
|
Press
Release, dated April 4, 2017
|
|
|
|
NEWS RELEASE
For immediate release
Navient appoints David Yowan to Board of Directors
WILMINGTON, Del., April 4,
2017—Navient, a leading asset management and business
processing solutions company, today announced the appointment of
David L. Yowan to its Board of Directors.
“David
Yowan’s extensive background in corporate finance, consumer
financial products, and processing services, makes him a
significant asset to our board,” said William Diefenderfer,
chairman of the board. “We welcome Dave as we continue to
move Navient forward and deliver on our mission of providing
solutions that enhance the financial success of our
customers.”
Yowan
is executive vice president and corporate treasurer for American
Express. As corporate treasurer, he led a significant
transformation of the company’s funding profile from a
wholesale-funded institution to one with more diversified funding
sources.
At
American Express, Yowan successfully launched deposit-taking
activities, which have attracted more than $50 billion in balances
including an online deposit business that has generated over $30
billion in consumer deposits.
Prior
to joining American Express in 1999, Yowan worked for Citicorp for
more than 10 years. He earned a bachelor’s in economics from
the College of William & Mary and a Master of
Management from Northwestern University.
* *
*
About Navient
Navient
(Nasdaq:NAVI) is a Fortune 500 company that provides asset
management and business processing solutions to education,
healthcare, and government clients at the federal, state, and local
levels. The company helps its clients and millions of Americans
achieve financial success through services and support.
Headquartered in Wilmington, Del., Navient employs team members in
western New York, northeastern Pennsylvania, Indiana, Tennessee,
Texas, Virginia, and other locations. Learn more at
navient.com.
Contact:
Media: Patricia Nash Christel,
302-283-4076, patricia.christel@navient.com
Investors: Joe Fisher,
302-283-4075, joe.fisher@navient.com
# #
#