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 25,
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))
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 5.07
|
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
|
On May 25, 2017, Navient Corporation (the
“Company”) held its 2017 Annual Meeting of Shareholders
(the “Annual Meeting”). As of the close of business on
March 30, 2017, the record date for the Annual Meeting,
285,663,661 shares of common stock, par value $.01 per share, were
outstanding and entitled to vote. At the Annual Meeting,
260,596,180 shares, or approximately 91.22%, 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 11 directors to
hold office until the 2018 Annual Meeting of Shareholders and until
their successors have been duly elected or appointed, as
follows:
|
|
|
For
|
|
Against
|
|
Abstain
|
|
Broker Non-Votes
|
|
% of Votes Cast "For"
|
|
John K. Adams, Jr.
|
|
246,744,111
|
|
241,683
|
|
61,811
|
|
13,548,575
|
|
99.8%
|
|
Anna Escobedo Cabral
|
|
246,828,783
|
|
159,246
|
|
59,576
|
|
13,548,575
|
|
99.9%
|
|
William M. Diefenderfer, III
|
|
246,470,392
|
|
514,736
|
|
62,477
|
|
13,548,575
|
|
99.7%
|
|
Diane Suitt Gilleland
|
|
246,605,600
|
|
379,686
|
|
62,319
|
|
13,548,575
|
|
99.8%
|
|
Katherine A. Lehman
|
|
246,837,362
|
|
148,410
|
|
61,833
|
|
13,548,575
|
|
99.9%
|
|
Linda A. Mills
|
|
246,442,536
|
|
543,198
|
|
61,871
|
|
13,548,575
|
|
99.7%
|
|
John F. Remondi
|
|
246,789,948
|
|
194,699
|
|
62,958
|
|
13,548,575
|
|
99.9%
|
|
Jane J. Thompson
|
|
243,636,025
|
|
3,325,031
|
|
86,549
|
|
13,548,575
|
|
98.6%
|
|
Laura S. Unger
|
|
246,595,809
|
|
389,841
|
|
61,955
|
|
13,548,575
|
|
99.8%
|
|
Barry L. Williams
|
|
246,694,302
|
|
290,261
|
|
63,042
|
|
13,548,575
|
|
99.8%
|
|
David L. Yowan
|
|
246,690,632
|
|
289,421
|
|
67,552
|
|
13,548,575
|
|
99.8%
|
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, 2017, as
follows:
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
% of Votes Cast "For"
|
|
258,811,335
|
1,522,841
|
262,004
|
|
99.3%
|
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
|
% of Votes Cast "For"
|
|
239,991,460
|
6,874,356
|
181,789
|
13,548,575
|
97.1%
|
Proposal 4 –
Proposal to Approve the Amended and Restated 2014 Navient
Corporation Omnibus Incentive Plan. The Company’s shareholders approved
the proposal, as follows:
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
% of Votes Cast "For"
|
|
231,399,475
|
15,479,836
|
168,294
|
13,548,575
|
93.7%
|
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 26, 2017
|
|
By:
|
/s/
Mark L. Heleen
|
|
|
|
|
|
|
Mark
L. Heleen
|
|
|
|
|
|
|
Chief
Legal Officer
|
|
|