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): August 9,
2018
Navient Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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001-36228
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46-4054283
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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123 Justison Street, Wilmington, Delaware
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19801
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(Address of principal executive offices)
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(Zip Code)
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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)
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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).
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Emerging
growth company
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☐
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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. ☐
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ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS;
ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS;
COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
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On
August 9, 2018, the Board of Directors (the “Board”) of
Navient Corporation (the “Company”), upon the
recommendation of the Nominations and Governance Committee,
unanimously approved the appointment of Frederick Arnold as a
director of the Company, effective immediately. Mr. Arnold will
serve for an initial term ending at the Company’s 2019 Annual
Meeting of Stockholders. The Board has determined that Mr. Arnold
will serve on the Audit Committee.
On
August 9, 2018, the Company issued a press release announcing Mr.
Arnold’s appointment to the Board. A copy of the press
release is furnished herewith as Exhibit 99.1.
The Board has affirmatively determined that Mr.
Arnold 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.
Arnold that would require disclosure under Item 404(a) of Regulation S-K. As a
non-employee director, Mr. Arnold will participate in
Navient’s compensation program for non-employee directors as
described under the caption "Director Compensation" in
Navient’s 2018 Proxy Statement filed with the Securities and
Exchange Commission on April 13, 2018.
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(d) Exhibits
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Exhibit
Number
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Description
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News
Release Dated August 9, 2018
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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.
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NAVIENT CORPORATION
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Date:
August 9, 2018
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By:
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/s/
Mark L. Heleen
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Mark
L. Heleen
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Chief
Legal Officer
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NEWS RELEASE
For immediate release
Navient names new board member
Frederick Arnold joins Navient’s board of
directors
WILMINGTON, Del., Aug. 9, 2018—Navient has named
Frederick Arnold to its board of directors.
“We
are pleased to have Fred join the board of directors and believe he
will be an excellent addition,” said Bill Diefenderfer,
chairman of the Navient board of directors. “He is an
accomplished leader with a proven track record in financial
services and enhancing shareholder value.”
Arnold
has held a series of senior financial positions at private
equity-owned portfolio companies, and prior to these roles, he
spent 20 years as an investment banker, primarily at Lehman
Brothers and Smith Barney.
He
currently serves as chairman of Corporate Capital Trust, as a board
member of Syncora Holdings Ltd., and is a member of the
post-emergence board of directors of Lehman Brothers Holdings Inc.
He graduated from Amherst College, the
University of Oxford and Yale Law School.
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About Navient
Navient
(Nasdaq: NAVI) is a leading provider of asset management and
business processing solutions for education, health care 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, Delaware, Navient also employs team members in western
New York, northeastern Pennsylvania, Indiana, Tennessee, Texas,
Virginia, Wisconsin, California and other locations. Learn more at
navient.com.
Contact:
Media: Paul Hartwick 302-283-4026, paul.hartwick@navient.com
Investors:
Joe Fisher, 302-283-4075, joe.fisher@navient.com