Blueprint
 
 
 
 
 
 
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