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  ☒                            Filed by a party other than the registrant  ☐

Check the appropriate box:

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):

PRELIMINARY PROXY MATERIALS

SUBJECT TO COMPLETION, DATED APRIL 5, 2019

123 Justison Street

Wilmington, Delaware 19801

[•] [•], 2019

Dear Fellow Shareholders:

We invite you to attend the 2019 Annual Meeting of Shareholders of Navient Corporation on [•], [•] [•], 2019.

The meeting will be held at [•] at [•], beginning at [•], Eastern Time.

We will consider the matters described in this proxy statement. We will also review significant developments since last year’s annual meeting of shareholders.

The proxy statement contains important information and you should read it carefully. Your vote is particularly important at this year’s 2019 Annual Meeting of Shareholders (the “Annual Meeting”). As has been reported in the press, on February 15, 2019, Canyon Capital Advisors LLC and certain of its affiliates (together, “Canyon”), along with its partner, Platinum Equity Advisors, LLC (“Platinum”), made an unsolicited, low-premium, non-binding and highly conditional expression of interest to acquire all of the outstanding shares of the Company in exchange for $12.50 per share in cash. After careful review and consideration, conducted in consultation with financial and legal advisors, our Board of Directors unanimously determined that Canyon’s and Platinum’s unsolicited expression of interest substantially undervalued the Company and was not in the best interests of the Company nor its shareholders. As a result, on February 18, 2019, the Board of Directors rejected Canyon’s and Platinum’s expression of interest.

Following the Board of Directors’ rejection of Canyon’s and Platinum’s expression of interest, Canyon withdrew its expression of interest and announced that it intended to nominate a slate of four nominees to stand for election as directors at the Annual Meeting in opposition to the nominees recommended by our Board of Directors. You may receive a proxy statement, Gold proxy card and other solicitation materials from Canyon. Since Canyon has the option to choose which of our shareholders will receive their proxy solicitation materials, you may or may not receive them. The Company is not responsible for the accuracy of any information provided by, or relating to, Canyon or its nominees contained in any proxy solicitation materials filed or disseminated by, or on behalf of, Canyon or any other statements that Canyon may otherwise make.

Our Board of Directors does NOT endorse any of Canyon’s nominees and recommends that you vote “FOR” the election of each of the 10 nominees proposed by the Board of Directors on your WHITE proxy card. The Board of Directors urges you NOT to sign or return any Gold proxy card sent to you by Canyon. If you have previously submitted a Gold proxy card sent to you by Canyon, you can revoke that proxy and vote for our Board of Directors’ nominees and on the other matters to be voted on at the Annual Meeting by signing, dating and mailing the enclosed WHITE proxy card in the envelope provided. Only your last validly submitted proxy will be counted.

We encourage you to read the accompanying proxy statement carefully and to use the enclosed WHITE proxy card to vote for the Board of Directors’ nominees, and in accordance with the Board of Directors’ recommendations on the other proposals, as soon as possible. You may vote your shares by signing and dating the enclosed WHITE proxy card and returning it in the postage-paid envelope provided, whether or not you plan to attend the Annual Meeting in person. For your convenience, you may also vote your shares via the Internet or by a toll-free telephone number by following the instructions on the enclosed WHITE proxy card. Please see the notice that follows for more information.

If your shares are held in street name through a broker, bank, trustee or other nominee, you are considered the beneficial owner of those shares. As the beneficial owner, you have the right to direct your broker, bank, trustee or other nominee how to vote your shares. Without your voting instructions, because of the contested nature of the proposals, to the extent your broker, bank, trustee or other nominee provides you with Canyon’s proxy materials, your broker, bank, trustee or other nominee may not vote your shares with respect to the election of directors (Proposal 1) or on any of the other proposals on the agenda for the Annual Meeting. Even if your broker, bank, trustee or other nominee does not provide you with Canyon’s proxy materials, without your voting instructions, your broker, bank, trustee or other nominee may only vote your shares on

proposals considered to be routine matters. The only routine matter being considered at the meeting is Proposal 2 (relating to the ratification of the independent registered public accounting firm). Proposals 1, 3 and 4 are considered non-routine matters. For non-routine matters, your shares will not be voted without your specific voting instructions. We encourage you to instruct your broker, bank, trustee or other nominee to vote your shares by filling out and returning the enclosed WHITE proxy card.

YOUR VOTE IS EXTREMELY IMPORTANT THIS YEAR IN LIGHT OF THE PROXY CONTEST BEING CONDUCTED BY CANYON.

Holders of shares as of the close of business on [•] [•], 2019, the record date for voting at the Annual Meeting, are urged to submit a WHITE proxy card, even if your shares were sold after such date.

Thank you for your continued support. If you have any questions, please contact MacKenzie Partners, Inc. (“MacKenzie”), our proxy solicitor assisting us in connection with the Annual Meeting. Shareholders may call toll-free at 800-322-2885 or collect at 212-929-5500. Shareholders may also contact MacKenzie via email at navient@mackenziepartners.com.

Sincerely,
John (Jack) F. Remondi President and Chief Executive Officer				William M. Diefenderfer, Ill Chairman of the Board of Directors

123 Justison Street

Wilmington, Delaware 19801

PRELIMINARY PROXY MATERIALS

SUBJECT TO COMPLETION, DATED APRIL 5, 2019

[•] [•], 2019

NOTICE OF 2019 ANNUAL MEETING OF SHAREHOLDERS OF

NAVIENT CORPORATION

To Our Shareholders:

Navient Corporation (“Navient” or the “Company”) will hold its 2019 Annual Meeting of Shareholders (the “Annual Meeting”) as follows:

Date: [•], [•] [•], 2019

Time: [•], Eastern Daylight Time

Place: [•]

Items of Business:

Record Date:

You may vote if you were a shareholder of record as of the close of business on [•] [•], 2019.

Please note that Canyon has stated its intention to nominate four nominees for election as directors at the Annual Meeting. You may receive solicitation materials from Canyon seeking your proxy to vote for its nominees. The Company is not responsible for the accuracy of any information provided by, or relating to, Canyon or its nominees contained in any proxy solicitation materials filed or disseminated by, or on behalf of, Canyon or any other statements that Canyon may otherwise make. Canyon chooses which of the Company’s shareholders will receive Canyon’s proxy solicitation materials. Therefore, you may or may not receive those materials depending on what Canyon decides.

The Board of Directors recommends a vote “FOR” the election of each of the Board of Directors’ nominees on the enclosed WHITE proxy card and urges you NOT to sign or return or vote any Gold proxy card sent to you by Canyon. If you have already voted using a Gold proxy card sent to you by Canyon, you can REVOKE it by signing and dating the enclosed WHITE proxy card and returning it in the postage-paid envelope provided or by voting via the internet or by telephone by following the instructions provided on the enclosed WHITE proxy card. Only your last-dated proxy will count, and any proxy may be revoked at any time prior to its exercise at the Annual Meeting as described in the accompanying proxy statement.

Your vote is very important. Even if you plan to attend the Annual Meeting, we request that you read the proxy statement and vote your shares by signing and dating the enclosed WHITE proxy card and returning it in the postage-paid envelope provided or by voting via the internet or telephone by following the instructions provided on the enclosed WHITE proxy card.

Your participation in the Annual Meeting is important. You can vote in person or by telephone, Internet or by completing and signing the WHITE proxy card enclosed with these materials and returning it in the envelope provided. If you wish to attend the meeting in person, you must bring evidence of your ownership as of [•] [•], 2019, or a valid proxy showing that you are representing a shareholder who owned shares as of that date. If you have any questions regarding this information or the proxy materials, please contact MacKenzie, our proxy solicitor assisting us in connection with the Annual Meeting. Shareholders may call MacKenzie toll-free at 800-322-2885 or collect at 212-929-5500. Shareholders may also contact MacKenzie via email at navient@mackenziepartners.com.

Thank you for your interest in Navient.

By Order of the Board of Directors,

Mark L. Heleen Secretary

A copy of this Notice of 2019 Annual Meeting of Shareholders and proxy statement is being sent to shareholders beginning on or about [•] [•], 2019.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON [•] [•], 2019.

This notice and proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2018 (the “2018

Annual Report”) are available free of charge at https://www.navient.com/about/investors/stockholderinfo and

http://materials.proxyvote.com.

You may also obtain these materials at the Securities and Exchange Commission (“SEC”) website at www.sec.gov or by

contacting the Office of the Corporate Secretary, 123 Justison Street, Wilmington, Delaware 19801. A copy of the 2018

Annual Report accompanies these proxy materials.

Except to the extent specifically referenced herein, information contained or referenced on our

website is not incorporated by reference into and does not form a part of this proxy statement.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Our shareholder letter, Notice of 2019 Annual Meeting of Shareholders of Navient Corporation and this proxy statement contain forward-looking statements, within the meaning of the federal securities laws, about our business and prospects. Statements that are not historical facts, including statements about the Company’s beliefs, opinions or expectations and statements that assume or are dependent upon future events, are forward-looking statements and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,” “may,” “could,” “should,” “goals,” or “target.” Forward-looking statements are subject to risks, uncertainties, assumptions and other factors that may cause actual results to be materially different from those reflected in such forward-looking statements. For Navient, these factors include, among others, the risks and uncertainties associated with increases in financing costs; the availability of financing or limits on our liquidity resulting from disruptions in the capital markets or other factors; unanticipated increases in costs associated with compliance with federal, state or local laws and regulations; changes in the demand for asset management and business processing solutions or other changes in marketplaces in which we compete (including increased competition); changes in accounting standards, including, but not limited to, changes pertaining to loan loss reserves and estimates or other accounting standards that may impact our operations; adverse outcomes in any significant litigation to which the Company is a party; credit risk associated with the Company’s underwriting standards or exposure to third parties, including counterparties to hedging transactions; and changes in the terms of education loans and the educational credit marketplace (including changes resulting from new laws and the implementation of existing laws). The Company could also be affected by, among other things: unanticipated repayment trends on loans including prepayments or deferrals in our securitization trusts that could accelerate or delay repayment of the bonds; reductions to our credit ratings, the credit ratings of asset-backed securitizations we sponsor or the credit ratings of the United States of America; failures of our operating systems or infrastructure or those of third-party vendors; risks related to cybersecurity including the potential disruption of our systems or those of our third-party vendors or customers, or potential disclosure of confidential customer information; damage to our reputation resulting from cyber-breaches, litigation, the politicization of student loan servicing or other actions or factors; failure to successfully implement cost-cutting initiatives and adverse effects of such initiatives on our business; failure to adequately integrate acquisitions or realize anticipated benefits from acquisitions including delays or errors in converting portfolio acquisitions to our servicing platform; changes in law and regulations whether new laws or regulations, or new interpretations of existing laws and regulations applicable to any of our businesses or activities or those of our vendors, suppliers or customers; changes in the general interest rate environment, including the availability of any relevant money-market index rate, including LIBOR, or the relationship between the relevant money-market index rate and the rate at which our assets are priced; our ability to successfully effectuate any acquisitions and other strategic initiatives; activities by shareholder activists, including a proxy contest or any unsolicited takeover proposal; changes in general economic conditions; and the other factors that are described in the “Risk Factors” section of the 2018 Annual Report and in our other reports filed with the SEC. The preparation of the Company’s consolidated financial statements also requires management to make certain estimates and assumptions including estimates and assumptions about future events. These estimates or assumptions may prove to be incorrect and actual results could differ materially. All forward-looking statements contained in this proxy statement are qualified by these cautionary statements and are made only as of the date of this proxy statement. The Company does not undertake any obligation to update or revise these forward-looking statements except as required by law.

Table of Contents

Proxy Summary

This summary is intended as an overview of the information found elsewhere in this proxy statement. Because this is only a summary, you should read the entire proxy statement before voting.

Annual Meeting of Shareholders

Meeting Agenda Voting Matters

This year, there are four Company-sponsored proposals on the agenda.

Election of a director nominee pursuant to Proposal 1 will require the vote of a plurality of the votes cast with respect to that director nominee’s election, meaning that the 10 director nominees with the highest number of votes cast for their election will be elected to the Board of Directors (with abstentions and broker non-votes not counted as votes cast).

Your vote will be especially important at this year’s Annual Meeting, in light of the proxy contest being conducted by Canyon.

Approval of Proposals 2, 3 and 4 at the Annual Meeting will require an affirmative vote of at least a majority of the votes present, represented and entitled to be voted on the matter, and voting affirmatively or negatively.

You may receive solicitation materials from Canyon, including proxy statements and Gold proxy cards, seeking your proxy to vote for Canyon’s four nominees. The Company is not responsible for the accuracy of any information provided by, or relating to, Canyon or its nominees contained in any proxy solicitation materials filed or disseminated by, or on behalf of, Canyon or any other statements that Canyon may otherwise make. Canyon chooses which of the Company’s shareholders will receive Canyon’s proxy solicitation materials. The Board of Directors does NOT endorse the Canyon nominees and urges you NOT to sign or return or vote any Gold proxy card sent to you by Canyon. If you have already voted using a Gold proxy card sent to you by Canyon, you can revoke it by signing, dating and mailing the enclosed WHITE proxy card in the envelope provided. Only your last validly submitted proxy will be counted and any proxy may be revoked at any time prior to its exercise at the Annual Meeting.

For more information and up-to-date postings, please go to www.Navient.com under “Investors.” If you have any questions or need assistance in voting your shares, please call MacKenzie, the firm assisting us in the solicitation. Shareholders may call MacKenzie toll-free at 800-322-2885 or collect at 212-929-5500. Shareholders may also contact MacKenzie via email at navient@mackenziepartners.com.

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Board and Governance Practices

We believe our corporate governance policies reflect best practices.

In addition to executive compensation practices that strongly link pay and performance, Navient’s Code of Business Conduct and Board of Directors governance policies help to ensure that we meet high standards of ethical behavior, corporate governance and business conduct. The following chart highlights key Board information and governance practices in place on December 31, 2018.

For more information about our governance programs and our Board of Directors, see Proposal 1 beginning on page 13.

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Board of Directors Composition

The composition of our Board reflects a breadth and variety of skills, business experiences and backgrounds.   The composition of our Board reflects the great wealth of experience and skills of our directors. The following table highlights each director’s specific skills, knowledge and experiences that he or she brings to the Board. A particular director may possess additional skills, knowledge or experience even though they are not indicated below.

		2019 Proxy Statement			3

Our Director Nominees

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General Information

Navient Corporation (“Navient,” the “Company,” “we,” “our” or “us”) is furnishing this proxy statement to solicit proxies on behalf of the Board of Directors (the “Board of Directors” or “Board”) for use at our 2019 Annual Meeting of Shareholders (the “Annual Meeting”). A copy of the Notice of 2019 Annual Meeting of Shareholders accompanies this proxy statement.

		2019 Proxy Statement			5

Questions and Answers about the Annual Meeting and Voting

Who may vote?

Only shareholders who owned shares of Navient’s Common Stock, par value $0.01 per share (“Common Stock”), at the close of business on [•] [•], 2019, the record date for the Annual Meeting, are entitled to notice of, and to vote at, the Annual Meeting. Navient’s Common Stock is listed on the Nasdaq Stock Market (“Nasdaq”) under the symbol “NAVI.” On [•] [•], 2019, ______________ shares of Common Stock were outstanding and eligible to be voted. Each share of Common Stock is entitled to one vote with respect to each matter on which holders of Common Stock are entitled to vote.

Why am I receiving these proxy materials?

These proxy materials are being furnished to you in connection with the solicitation of proxies by our Board of Directors for the Annual Meeting to be held on [•], [•], 2019 at [•] Eastern Time at [•]. The proxy materials include our Notice of 2019 Annual Meeting of Shareholders of Navient Corporation, proxy statement and WHITE proxy card. WHITE proxy cards are being solicited on behalf of our Board of Directors. The proxy materials include detailed information about the matters that will be discussed and voted on at the Annual Meeting and furnish you with the information you need in order to vote, whether or not you attend the Annual Meeting in person.

A copy of the 2018 Annual Report for the fiscal year ended December 31, 2018, accompanies these proxy materials. The Company’s 2018 Annual Report is not proxy soliciting material.

Can I access the proxy materials on the Internet?

Yes. The Company’s proxy statement and our 2018 Annual Report are available free of charge at https://www.navient.com/about/investors/stockholderinfo and http://materials.proxyvote.com. You may also obtain these materials at the SEC website at www.sec.gov.

Has Navient been notified that a shareholder intends to propose alternative director nominees at the Annual Meeting?

Yes. Canyon has notified Navient that Canyon intends to nominate a slate of four nominees for election to the Board of Directors at the Annual Meeting in opposition to the nominees recommended by the Board of Directors. The Navient Board of Directors does NOT endorse any Canyon nominees and recommends that you vote “FOR” the election of each of the nominees proposed by the Board of Directors. The Board of Directors urges you NOT to sign or return or vote any Gold proxy card sent to you by Canyon. If you have already voted using a Gold proxy card sent to you by Canyon, you can revoke it by signing, dating and mailing the enclosed WHITE proxy card.

What does it mean if I receive more than one proxy card?

Many of our shareholders hold their shares in more than one account and may receive separate proxy cards or voting instructions forms for each of those accounts. If you receive more than one WHITE proxy card, your shares are registered in more than one name or are registered in different accounts. Please sign, date and return or otherwise submit your proxy with respect to each WHITE proxy card to ensure that all of your shares are voted.

		2019 Proxy Statement			6

Additionally, please note that Canyon has stated its intention to nominate four nominees for election as directors at the Annual Meeting. If Canyon proceeds with its nominations, you may receive proxy solicitation materials from Canyon, including an opposition proxy statement and a Gold proxy card. The Board of Directors recommends that you disregard and do NOT return any Gold proxy card you receive from Canyon.

Voting to “WITHHOLD” with respect to any Canyon nominee on a Gold proxy card sent to you by Canyon is NOT the same as voting for the Board of Directors’ nominees because a vote to “WITHHOLD” with respect to any Canyon nominee on its Gold proxy card will revoke any proxy you previously submitted.

If you have already voted using Canyon’s Gold proxy card, you have every right to change your vote and revoke your prior proxy by signing and dating the enclosed WHITE proxy card and returning it in the postage-paid envelope provided or by voting via the Internet or telephone by following the instructions provided on the enclosed WHITE proxy card. Only your last validly submitted proxy will be counted. If you have any question or need assistance voting, please call MacKenzie, Navient’s proxy solicitor. Shareholders may call MacKenzie toll-free at 800-322-2885 or collect at 212-929-5500. Shareholders may also contact MacKenzie via email at navient@mackenziepartners.com.

What is the difference between holding shares as a beneficial owner in street name and as a shareholder of record?

If your shares are held in street name through a broker, bank, trustee or other nominee, you are considered the beneficial owner of those shares. As the beneficial owner, you have the right to direct your broker, bank, trustee or other nominee how to vote your shares. Without your voting instructions, because of the contested nature of the proposals, to the extent your broker, bank, trustee or other nominee provides you with Canyon’s proxy materials, your broker, bank, trustee or other nominee may not vote your shares with respect to the election of directors (Proposal 1) or on any of the other proposals on the agenda for the Annual Meeting. Even if your broker, bank, trustee or other nominee does not provide you with Canyon’s proxy materials, without your voting instructions, your broker, bank, trustee or other nominee may only vote your shares on proposals considered to be routine matters. The only routine matter being considered at the meeting is Proposal 2 (relating to the ratification of the independent registered public accounting firm). Proposals 1, 3 and 4 are considered non-routine matters. For non-routine matters, your shares will not be voted without your specific voting instructions. We encourage you to instruct your broker, bank, trustee or other nominee to vote your shares by filling out and returning the enclosed WHITE proxy card.

If your shares are registered directly in your name with Navient’s transfer agent, Computershare, you are considered to be a shareholder of record with respect to those shares. As a shareholder of record, you have the right to grant your voting proxy directly to Navient’s Board of Directors or to a third party, or to vote in person at the Annual Meeting.

		2019 Proxy Statement			7

How do I vote?

Navient encourages shareholders to fill out and return the enclosed WHITE proxy card or vote via telephone or the Internet as instructed on your WHITE proxy card in advance of the Annual Meeting, even if you plan to attend the Annual Meeting.

What if I hold my shares in street name and I do not provide my broker, bank, trustee or other nominee with instructions about how to vote my shares?

You may instruct your broker, bank, trustee or other nominee how to vote your shares using any of the methods described above. Without your voting instructions, because of the contested nature of the proposals, to the extent your broker, bank, trustee or other nominee provides you with Canyon’s proxy materials, your broker, bank, trustee or other nominee may not vote your shares with respect to the election of directors (Proposal 1) or on any of the other proposals on the agenda for the Annual Meeting. Even if your broker, bank, trustee or other nominee does not provide you with Canyon’s proxy materials, without your voting instructions, your broker, bank, trustee or other nominee may only vote your shares on proposals considered to be routine matters. The only routine matter being considered at the meeting is Proposal 2 (relating to the ratification of the independent registered public accounting firm). Proposals 1, 3 and 4 are considered non-routine matters. For non-routine matters, your shares will not be voted without your specific voting instructions. We encourage you to instruct your broker, bank, trustee or other nominee to vote your shares by filling out and returning the enclosed WHITE proxy card.

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How do I vote shares of Common Stock held in my 401(k) Plan?

If you participate in the Navient 401(k) Savings Plan, you may vote the number of shares equivalent to your interest in the plan’s company stock fund, if any, as credited to your account on the record date. You will need to instruct the 401(k) Savings Plan trustee by telephone, internet or by mail on how to vote your shares. Voting instructions must be received no later than [•], Eastern Daylight Time, on [•] [•], 2019. If you own shares through the Navient 401(k) Savings Plan and do not provide voting instructions with respect to your plan shares, the trustee will vote your plan shares on each proposal in the same proportion as other plan shares are being voted.

How do proxies work?

Navient’s Board of Directors is requesting your proxy. Giving your proxy means that you authorize the persons named as proxies therein to vote your shares at the Annual Meeting in the manner you specify in your proxy (or to exercise their discretion as described herein). If you hold your shares as a record holder and sign and return a proxy card but do not specify how to vote on a proposal, the persons named as proxies will vote your shares in accordance with the Board of Directors’ recommendations. The Board of Directors has recommended that shareholders vote:

Giving your proxy also means that you authorize the persons named as proxies to vote on any other matter properly presented at the Annual Meeting in the manner they determine is appropriate. Navient does not know of any other matters to be presented at the Annual Meeting as of the date of this proxy statement.

Can I change my vote?

Yes. If you hold your shares as a record holder, you may revoke your proxy or change your vote at any time prior to the final tallying of votes by:

If your shares are held in street name, you need to contact your broker, bank, trustee or nominee for instructions on how to revoke or change your voting instructions.

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If you have previously signed a Gold proxy card sent to you by Canyon, you may change your vote and revoke your prior proxy by signing and dating the enclosed WHITE proxy card and returning it in the postage-paid envelope provided or by voting via the Internet or telephone by following the instructions on the enclosed WHITE proxy card. Submitting a Gold proxy card—even if you vote to “WITHHOLD” with respect to the Canyon nominees—will revoke any votes you previously made via our WHITE proxy card. Accordingly, if you wish to vote pursuant to the recommendation of our Board of Directors, you should disregard and NOT return any Gold proxy card that you may receive from Canyon, even as a protest vote against Canyon.

What constitutes a quorum?

A quorum of shareholders is necessary to transact business at the Annual Meeting. A quorum will exist when the holders of a majority of the shares of Common Stock entitled to vote are present in person or represented by proxy, including proxies on which abstentions (withholding authority to vote) are indicated. Abstentions and broker non-votes will be counted in determining whether a quorum exists.

What vote is necessary to approve each matter to be voted on at the Annual Meeting?

The following table provides a summary of the voting criteria for the Board’s voting recommendations for the matters on the agenda for the 2019 Annual Meeting:

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Who will count the vote?

Votes will be tabulated by an independent inspector of elections.

Who can attend the Annual Meeting?

Only shareholders as of the record date, [•] [•], 2019, or their duly appointed proxies, may attend. No guests will be allowed to attend the Annual Meeting.

What do I need to do to attend the Annual Meeting and when should I arrive?

The Annual Meeting will be held at [•] located at [•] beginning at [•], Eastern Daylight Time. Admission to the Annual Meeting will begin at approximately [•], Eastern Daylight Time.

In order to be admitted to the Annual Meeting, you should:

Any holder of a proxy from a shareholder must present a properly executed legal proxy and a copy of the proof of ownership.

If you do not provide photo identification and comply with the other procedures outlined above for attending the Annual Meeting in person, you will not be admitted to the Annual Meeting.

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Overview of Proposals

This proxy statement contains four proposals requiring shareholder action, each of which is discussed in more detail below.

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Proposal 1 — Election of Directors

Under the Navient Bylaws (the “Bylaws”), the Board of Directors has the authority to determine the size of the Board of Directors and to fill any vacancies that may arise prior to the next annual shareholder meeting. Although the Board has the authority to change its size at any time, currently the Board has set the size of our Board at 10.

On [•] [•], 2019, the Nominations and Governance Committee recommended and the Board of Directors nominated the following directors for election at the Annual Meeting:

Frederick Arnold

Anna Escobedo Cabral

William M. Diefenderfer, III

Katherine A. Lehman

Linda A. Mills

John (Jack) F. Remondi

Jane J. Thompson

Laura S. Unger

Barry L. Williams

David L. Yowan

Biographical information and qualifications and experience for each nominee appears beginning on the next page. In addition, Appendix B sets forth information relating to our directors, nominees for directors and certain of our officers and employees who may be considered “participants” in our solicitation of proxies under the applicable SEC rules by reason of their position as directors or officers of the Company, as nominees for directors or because they may be soliciting proxies on our behalf.

In addition to fulfilling the general criteria for director nominees described in the section titled “Nominations Process,” each nominee possesses experience, skills, attributes and other qualifications that the Board of Directors has determined support its oversight of Navient’s business, operations and structure. These qualifications are discussed beginning on the next page along with biographical information regarding each member of the Board of Directors, including each individual’s age, principal occupation and business experience during the past five years. Information concerning each director is based in part on information received from him or her and in part from Navient’s records.

All nominees listed above have consented to being named in this proxy statement and to serve if elected. Should any nominee subsequently decline or be unable to accept such nomination to serve as a director, an event that the Board of Directors does not now expect, the Board of Directors may designate a substitute nominee or the persons voting the shares represented by proxies solicited hereby may vote those shares for a reduced number of nominees. If the Board of Directors designates a substitute nominee, persons named as proxies will vote “FOR” that substitute nominee.

Navient’s Bylaws generally provide that the election of a director nominee will be by a majority of the votes cast and voting affirmatively or negatively with respect to the nominee at a meeting for the election of directors at which a quorum is present. However, under the Bylaws, the election of a director nominee will be by a plurality of the votes cast in a contested election, where the number of nominees for director exceeds the number of directors to be elected 10 days in advance of the date that the Company files its definitive proxy statement (regardless of whether or not such definitive proxy statement is thereafter revised or supplemented) with the SEC for the meeting at which directors are to be elected. Our Corporate Secretary has determined that the election at the Annual Meeting is a contested election because nomination of Canyon’s nominees means that the number of nominees exceeds the number of directors to be elected. Accordingly, the provisions of the Bylaws relating to majority voting for directors will not be applicable to the Annual Meeting and plurality voting will apply at the Annual Meeting. Accordingly, the 10 director nominees receiving the highest number of shares voted “FOR” the nominee’s election will be elected to the Board of Directors. Shares that are not voted in the election of directors, including abstentions and broker non-votes, will have no direct effect in the election of directors. Those shares, however, are taken into account in determining whether a sufficient number of shares are present to establish a quorum.

Pursuant to our Bylaws, written notice by shareholders of qualifying nominations for election to our Board of Directors must have been received by our Corporate Secretary by February 23, 2019. We did not receive any such nominations other than the nominations from Canyon, and no other nominations for election to our Board may be made by shareholders at the Annual Meeting.

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As of the date of filing of this preliminary proxy statement, the Board had not made the formal final decision on the slate of directors to be nominated by the Board for election at the Annual Meeting and the composition of such slate of directors is subject to change.

NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

Under applicable SEC rules and regulations, members of the Board of Directors, the Board of Directors’ nominees, and certain officers and certain other employees of the Company are “participants” with respect to the Company’s solicitation of proxies in connection with the Annual Meeting. Certain required information regarding these “participants” is provided in Appendix B to this proxy statement.

The Board of Directors recommends using the enclosed WHITE proxy card to vote “FOR” each of the Board of Directors’ ten (10) nominees for director. Canyon has provided the Company with notice that it intends to nominate four nominees for election as directors at the Annual Meeting. As a result, the election of directors is considered a contested election, meaning the ten (10) nominees receiving the largest pluralities of the votes cast will be elected.

The Board of Directors recommends that you disregard any Gold proxy card that may be sent to you by Canyon. Voting to “WITHHOLD” with respect to Canyon’s nominees on its Gold proxy card is not the same as voting “FOR” our Board of Directors’ nominees, because a vote to “WITHHOLD” with respect to Canyon’s nominees on its Gold proxy card will revoke any previous proxy submitted by you. If you have already voted using a Gold proxy card sent to you by Canyon, the Board recommends that you revoke it by signing, dating and returning the enclosed WHITE proxy card. Only your properly submitted proxy will count, and any proxy may be revoked at any time prior to its exercise at the Annual Meeting.

		2019 Proxy Statement			14

Board Recommendation

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES NAMED ABOVE ON THE ENCLOSED WHITE PROXY CARD.

		2019 Proxy Statement			21

Background of the Solicitation

Over the last several years, representatives of the Company met with representatives of Canyon as a part of the Company’s ordinary course engagement with the Company’s shareholders and its equity and asset-backed securities investors.

On December 21, 2017, Canyon notified the Company that it intended to file notices under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 to enable Canyon to acquire more than $80.8 million of the Company’s Common Stock, including shares that Canyon already owned.

On December 28, 2017, Canyon sent the Company a notice that it intended to file on December 28, 2017 a corrective filing with the Federal Trade Commission for shares acquired in November 2017 in excess of $80.8 million of the Company’s Common Stock and its planned acquisition of shares in excess of $161.5 million.

On February 14, 2018, Canyon filed a Schedule 13G with the SEC disclosing an aggregate beneficial ownership of 15,250,281 shares of the Company’s Common Stock, representing approximately 5.8% of the outstanding shares, and noting that such shares were not acquired to effect change or influence control of the Company.

On March 2, 2018, Canyon sent a letter to Jack Remondi, the Company’s Chief Executive Officer and President, with copies to the Board, Christian Lown, the Company’s Chief Financial Officer, and Joe Fisher, the Company’s Vice President, Investor Relations, sharing Canyon’s perspective on the Company’s performance. Canyon expressed concern about the Company’s expenses and recommended that the Board and management retain an advisor to review, among other things, the Company’s capital return, acquisitions, growth strategy, portfolio wind downs and management incentive program.

On March 5, 2018, Mr. Remondi, Mr. Lown and Mr. Fisher had a telephone conference with Jonathan Heller, a partner at Canyon, during which Mr. Heller followed up on the letter sent on March 2, 2018 and recommended that the Company hire a financial advisor. Mr. Heller also suggested that the Company make a public announcement about hiring the financial advisor.

On April 2, 2018, the Company filed a Form 8-K disclosing that, on March 27, 2018, John K. Adams, a member of the Board and Chair of the Finance and Operations Committee of the Board, informed the Company that he would not stand for re-election to the Company’s Board at the 2018 Annual Meeting.

On April 4, 2018, Canyon converted to a non-passive holder by filing a Schedule 13D with the SEC (the “Schedule 13D”) disclosing an aggregate beneficial ownership of 20,441,712 shares of the Company’s Common Stock, representing, as of that date, approximately 7.8% of the outstanding shares. In the Schedule 13D, Canyon disclosed that, among other things, since one director would not be standing for election at the 2018 Annual Meeting, Canyon intended to discuss potential director candidates with the Company’s management and the Board. According to the Schedule 13D, Canyon also intended, among other things, to communicate with the Company’s management and the Board regarding certain strategic alternatives and transactions, including a possible sale of the Company or certain of its businesses or assets.

Also, on April 4, 2018, the Company issued a press release acknowledging Canyon’s Schedule 13D filing and stating that the Company regularly engages in “discussions with shareholders, and [would] engage with Canyon to discuss potential board nominees and to continue to learn more about their ideas toward our common goal of enhancing shareholder value.”

On April 11, 2018, Canyon sent Frederick Arnold’s resume to Mr. Fisher and requested that the Board consider Mr. Arnold as a director candidate.

On April 13, 2018, Mr. Heller and Mr. Fisher had a telephone conversation, during which Mr. Heller communicated Canyon’s interest in meeting the Board to discuss potential Board nominees and Canyon’s views regarding ways to improve the Company’s performance.

On May 4, 2018, Canyon filed Amendment No. 1 to its Schedule 13D disclosing an increase in its ownership of the Company’s Common Stock. Pursuant to Canyon’s amended Schedule 13D, Canyon disclosed an aggregate beneficial ownership of 25,435,480 shares of the Company’s Common Stock, representing, as of that date, approximately 9.6% of the outstanding shares.

Also, on May 4, 2018, the Nominations and Governance Committee discussed Canyon’s communications regarding potential Board candidates and decided to approach Canyon for a recommendation of additional director candidates.

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On May 8, 2018, William M. Diefenderfer, III, the Chairman of the Board, and Mr. Fisher held an introductory telephone conversation with representatives of Canyon, including Mr. Heller. Mr. Diefenderfer requested that Canyon recommend additional director candidates for the Board’s consideration.

On May 11, 2018, Canyon provided resumes for two additional director candidates for the Board’s consideration.    

On May 23, 2018, the Nominations and Governance Committee met and decided to vet each of Canyon’s three director nominees prior to making a recommendation to the Board regarding the replacement of Mr. Adams.

On May 24, 2018, at the 2018 Annual Meeting, the Company’s shareholders re-elected the nine incumbent directors to the Board that were nominated for re-election. Later that day, following the conclusion of the 2018 Annual Meeting, Canyon representatives met with the Board and the Company’s management to introduce themselves to the Board and to express Canyon’s views regarding the Company’s business and performance.

Throughout the summer of 2018, the Company’s management and advisors continued to evaluate Canyon’s views and engage in discussions from time to time with Canyon. During this time, the Board received periodic updates of these discussions and considered Canyon’s views. In June 2018, all three of the director candidates recommended by Canyon were interviewed by the Nominations and Governance Committee as well as by certain other members of the Board.

On June 13, 2018, at the Board’s request, Morgan Stanley & Co. LLC (“Morgan Stanley”), the Company’s financial advisor, delivered to the Finance and Operations Committee its preliminary analysis regarding the then-current value of the Company. Morgan Stanley also addressed other matters that the Finance and Operations Committee had requested Morgan Stanley to review, including several items that Canyon had requested in its March 2, 2018 letter that the Company engage a financial advisor to review.

On June 21, 2018, Mr. Heller and Mr. Remondi had a dinner meeting in New York City to better know one another and to discuss Canyon’s views on the Company’s performance.

On August 9, 2018, the Board, upon the recommendation of the Nominations and Governance Committee , unanimously approved the appointment of Mr. Arnold as a director of the Company, effective immediately. Mr. Arnold was one of three candidates recommended to the Board for consideration by Canyon in private discussions with Mr. Remondi, Mr. Lown, Mark Heleen, Chief Legal Officer of the Company, and Mr. Fisher. Robert Webster, one of Canyon’s nominees for election at the Annual Meeting, was included in the group of candidates recommended by Canyon and was interviewed by the Nominations and Governance Committee and additional members of the Board.

During early September 2018, Mr. Remondi and Mr. Fisher had several telephone conversations with representatives of Canyon, including Mr. Heller, indicating that Canyon would like to obtain access to certain Company information and engage in discussion with the Company regarding several topics.

On September 6, 2018, Mr. Remondi and Mr. Fisher met with representatives of Canyon, including Joshua Friedman, Mitchel Julis, Co-Founders and Chief Investment Officers of Canyon, Todd Lemkin, a partner at Canyon, and Mr. Heller, in Los Angeles and, among other things, the Canyon representatives indicated that Canyon might be interested in acquiring the Company at a price above the then current market price for the stock.

On September 13, 2018, at the Barclays Global Financial Services Conference, Mr. Remondi and Mr. Fisher met with representatives of Canyon and other investors as part of a group meeting scheduled through the conference.

On September 14, 2018, Mr. Heller held a telephone conversation with Mr. Remondi and Mr. Fisher where they indicated a willingness to execute a confidentiality agreement.

Throughout the Company’s discussions with Canyon, Canyon indicated to the Company that they would be partnering with a private equity firm in its consideration of a potential transaction to acquire the Company. In mid-October 2018, Canyon told the Company that it would be partnering with Platinum Equity Advisors, LLC (“Platinum”) in pursuit of a potential acquisition of the Company.

On October 10, 2018, at a telephone meeting of the Board, Mr. Remondi informed the Board of Canyon’s interest in potentially acquiring the Company.

On October 19, 2018, Canyon and Platinum each executed a confidentiality agreement (each, an “NDA”) with the Company that required, among other things, that Canyon, Platinum and their respective representatives keep their discussions with the Company confidential and maintain the confidentiality of certain information to be provided by the Company to each of

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Canyon and Platinum. Each NDA included a two-year term and a customary standstill provision, which would expire on January 21, 2019. Prior to executing the NDAs, Canyon and the Company agreed that the initial phase of due diligence would focus on an agreed upon set of high priority items identified by Canyon and that the parties would agree to an extension of the standstill provision if additional phases of due diligence were desired.

After October 19, 2018, the Board and the Company’s management, with the assistance of its advisors, including Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”), the Company’s legal counsel, and Morgan Stanley worked diligently with each of Canyon and Platinum in their extensive due diligence review of the Company, including by coordinating and attending multiple telephone and in-person meetings, by granting Canyon and Platinum access to confidential information in the Company’s data room, and by responding to numerous in-bound due diligence inquiries from Canyon, Platinum and their financial advisors, Moelis & Company (“Moelis”) and Barclays plc (“Barclays”).

On November 13, 2018, representatives of the Company (including Mr. Remondi and the Company’s advisors) met with representatives of Canyon and Platinum (including their advisors) to discuss a number of Canyon’s and Platinum’s outstanding due diligence items.

On November 18, 2018, representatives of Moelis sent an email communication to representatives of the Company and Morgan Stanley outlining the analysis by Canyon, Platinum and their financial advisors to allocate the Company’s unallocated overhead expenses.

On November 20, 2018, at the direction of the Board, representatives of Morgan Stanley sent an email communication to representatives of Moelis and Barclays reviewing the progress made by Canyon and Platinum in their due diligence review to date, indicating that the Company had provided Canyon and Platinum a substantial amount of financial and strategic information to help facilitate Canyon’s and Platinum’s assessment of the Company, that Navient believed it had provided the key information requested by Canyon and Platinum and that the Company expected that Canyon’s and Platinum’s advisors would soon be in position to discuss their views on value. Morgan Stanley further noted in the email communication that prior to discussing any price or range of values, Canyon and Platinum needed to address certain critical points that the Company believed to be integral to the Board’s evaluation of any potential bona fide acquisition proposal for the Company. Specifically, such critical points included how Canyon and Platinum would address the change of control provisions in the Company’s outstanding unsecured debt and warehouse financing facilities, how Canyon and Platinum would approach the rating agencies to discuss the impact of an acquisition transaction on the credit ratings of the Company’s unsecured debt and how Canyon and Platinum would address the litigation and regulatory matters facing the Company.

On December 2, 2018, a representative of Moelis, on behalf of Canyon and Platinum, called Mr. Remondi and advised Mr. Remondi that, while no formal offer or proposal was being made at that time, based on the work done to date, Canyon and Platinum would likely value the Company in the $14-15 per share price range. The stock price for the Company at market close on November 30, 2018 was $11.50 per share.

On December 5, 2018, the Board held a regularly scheduled in-person meeting. Mr. Remondi informed the Board of his December 2, 2018 telephone conversation with a representative of Moelis, including the informal price range of $14-15 per share. Also, at the meeting, representatives of Skadden reviewed with the Board the fiduciary duties and responsibilities of directors, including, among other things, consideration of any potential acquisition proposal and the recent communications with representatives of Canyon and Platinum.

On December 14, 2018, representatives of Morgan Stanley presented to the Board Morgan Stanley’s preliminary valuation analysis of the Company, which had been updated from a prior valuation analysis. At such meeting, the Board determined that the appropriate response to Canyon and Platinum was to let them know that the Board had considered the price range low, that they had failed to respond to the key issues previously noted by the Company (i.e., financing considerations, approaching ratings agencies, litigation and regulatory risks), and that the standstill would need to be extended if Canyon desired to enter a second phase of due diligence. The Board also requested that representatives of Morgan Stanley prepare certain refinements to Morgan Stanley’s valuation work.

On December 18, 2018, at the direction of the Board, representatives of Morgan Stanley held a telephone meeting with representatives of Moelis and Barclays, during which representatives of Morgan Stanley conveyed that (1) the Board’s initial reaction was that the proposed price range indicated to the Company was low; (2) the previously discussed items would need to be addressed by Canyon and Platinum before the process could proceed to the next stage; and (3) Canyon and Platinum would need to extend the standstill period beyond the January 21, 2019 expiration date if Canyon and Platinum wanted to conduct additional due diligence. During the call, representatives of Moelis and Barclays did not respond to the Board’s preliminary feedback.

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From late December 2018 through early January 2019, the Company’s management, together with representatives of Morgan Stanley, provided to Canyon, Platinum, Barclays and Moelis additional due diligence items that were beyond the scope of the high priority due diligence items agreed to by the parties prior to executing the NDAs. During this time period, the Company provided nearly a terabyte of data containing loan-level information regarding the portfolio of education loans owned by the Company and the entire general ledger of the Company. The Company’s management and representatives of Morgan Stanley also held telephone conversations with representatives of Canyon, Platinum and their financial advisors during this period to discuss their requests for additional due diligence items.

On January 15, 2019, representatives of the Company, Canyon, Platinum and their respective advisors met at the Company’s headquarters in Wilmington, Delaware, during which the Company presented to Canyon, Platinum and their financial advisors a detailed overview of the Company’s business and performance, including, among other things, (1) the Company’s 2019 business plan, (2) information regarding the sources of revenue and expenses within the Company’s various business segments, (3) certain terms of the Company’s sale of its loan processing platform in 2018 and (4) certain other Company initiatives implemented or in process to improve its operational efficiency.

On January 16, 2019, the Board held a telephone meeting with representatives of Skadden and Morgan Stanley. During such meeting, the Company’s management and advisors updated the Board on the January 15, 2019 meeting with Canyon and Platinum. The Board discussed various considerations related to next steps with Canyon and Platinum. The Board determined that it would be in the best interest of the Company and its shareholders for management to focus in the near term on the Company’s upcoming earnings announcement. Further, the Board directed Morgan Stanley to communicate to Canyon’s and Platinum’s financial advisors that the Company would not be communicating with them until after the earnings announcement, which was scheduled for January 22, 2019, and that Canyon and Platinum would need to extend the standstill period if they wished to continue to engage in their due diligence review of the Company.

Later on January 16, 2019, at the direction of the Board, representatives of Morgan Stanley had a telephone discussion with representatives of Moelis and Barclays, to discuss the status of their due diligence review and indicate to them that, unless the standstill period was extended, Canyon and Platinum would need to complete their review in the near term and that the Company would not be engaging further until after the upcoming earnings announcement. Representatives of Morgan Stanley also advised representatives of Moelis and Barclays of the Board’s request to extend the standstill period, if Canyon and Platinum would like to continue their due diligence review of the Company in connection with a potential transaction.

On January 18, 2019, Mr. Remondi and Mr. Fisher had a telephone discussion with Mr. Heller and reiterated the Company’s request that the standstill period be extended if Canyon and Platinum wished to continue their due diligence review.

On January 22, 2019, the Company issued a press release announcing its fourth quarter and full year 2018 earnings. On January 23, 2019, the Company hosted its fourth quarter and full year 2018 earnings call.

On January 24, 2019, Mr. Remondi held a telephone conversation with Mr. Heller, during which Mr. Heller reiterated his view that the January 15, 2019 in-person due diligence meeting was productive and also expressed Canyon’s continued interest in pursuing an acquisition of the Company. Mr. Remondi responded that the Company would continue to constructively work with representatives of Canyon and Platinum in their continued due diligence review, provided that Canyon and Platinum would agree to extend the standstill provisions of their respective NDAs until the end of February 2019. Mr. Heller responded that Canyon and Platinum would be willing to extend such standstill provisions for two weeks, and further requested that representatives of Canyon and Platinum be provided with an opportunity to meet in person with the full Board.

On January 25, 2019, the Board decided to invite representatives of Canyon and Platinum to meet with all members of the Board during the next scheduled in-person Board meeting in late February.

On January 26, 2019, at the direction of the Board, and following telephone and email communications among representatives of Skadden and Sullivan & Cromwell (“S&C”), Canyon’s and Platinum’s legal counsel, Canyon and Platinum each executed an amendment to their respective NDAs with the Company, to extend the standstill provisions until February 15, 2019.

On February 4, 2019, members of the Company’s management and representatives of Canyon and Platinum met in person at the Company’s headquarters in Wilmington, Delaware to further discuss Canyon’s and Platinum’s requests for additional information about the Company’s expenses. During the meeting, the Company’s management provided a description of all expense line items of $10,000 or more.

		2019 Proxy Statement			25

On both February 11, 2019 and February 12, 2019, at the direction of the Board, representatives of Morgan Stanley communicated to Moelis and Barclays that the Company was not prepared to provide additional confidential information to either Canyon or Platinum after February 15, 2019, the expiration date of the standstill period in the NDAs. In addition, representatives of Morgan Stanley reiterated the Company’s concern that Canyon and Platinum had not addressed key points the Company had (on several occasions) indicated would be important in considering any proposal from Canyon and Platinum. The key points to be addressed included how Canyon and Platinum would address the change of control provisions in the Company’s outstanding unsecured debt and warehouse financing facilities, how Canyon and Platinum would approach the rating agencies to discuss the impact of an acquisition transaction on the credit ratings of the Company’s unsecured debt, and how Canyon and Platinum would address the litigation and regulatory matters facing the Company.

On February 13, 2019, at the Credit Suisse Financial Services Forum, Mr. Heller indicated to Mr. Remondi and Mr. Fisher that he was “done-ish” with his “work” and that the Company likely would not like the price that would initially be proposed by Canyon and Platinum to acquire 100% of the Company.

On February 15, 2019, Mr. Remondi received a telephone call from Mr. Heller and then a letter addressed to the entire Board from Mr. Heller, setting forth Canyon’s unsolicited, low-premium, non-binding and highly conditional expression of interest to acquire all of the outstanding shares of the Company for $12.50 per share in cash (the “Expression of Interest”), which Expression of Interest represented a 6.6% premium over the closing price of the Company’s Common Stock of $11.73 per share on such date and a 2.8% discount to the one-year volume-weighted average price of $12.86 per share. The Expression of Interest also included Canyon’s request for (i) the Company to continue working with Canyon and Platinum for an additional four to six weeks to complete their outstanding due diligence, “negotiate the terms of a definitive agreement and complete any other steps required to be in a position to announce a transaction” and (ii) the Board to extend the Company’s advance notice deadline for submission of shareholder proposals and director nominations to be presented at the Annual Meeting pursuant to the Company’s bylaws from February 23, 2019 until at least April 15, 2019. In its Expression of Interest, Canyon did not provide any information as to how Canyon would address the change of control provisions in the Company’s outstanding unsecured debt and warehouse financing facilities, how Canyon would approach the rating agencies to discuss the impact of an acquisition transaction on the credit ratings of the Company’s unsecured debt or how Canyon would address the litigation and regulatory matters facing the Company.

On February 16, 2019, following consultation and review with the Company’s management and representatives of Skadden and Morgan Stanley, Mr. Diefenderfer, on behalf of the full Board, sent a letter to Canyon stating that the Board would carefully review and consider the Expression of Interest. Mr. Diefenderfer specifically requested that Canyon provide detailed information regarding how Canyon and Platinum would address the outstanding fundamental issues in addition to the price, including (i) details of what backstop financing Canyon would have in place in the event that the Company’s outstanding unsecured indebtedness becomes due as a result of the change in control put relating to such indebtedness, (ii) uncertainty as to whether the proposed transaction would have a closing condition that consents or approvals from any ABS bondholders would be required given the possibility of a change in the servicer, (iii) how Canyon intends to backstop any liquidity needs in the event that the Company’s lenders terminate their warehouse financing facilities, (iv) Canyon’s proposed approach to the Company’s rating agencies and (v) confirmation that Canyon would assume the litigation and regulatory risks faced by the Company.

On February 17, 2019, Mr. Diefenderfer received a letter from Canyon, reiterating Canyon’s request to extend the advance notice deadline for shareholder actions at the Annual Meeting and providing certain topics on which Canyon would like to continue its due diligence review. In such letter, Canyon failed to substantially address any of the aforementioned outstanding fundamental issues.

On February 18, 2019, the Board held a telephone meeting, with representatives of management, Skadden and Morgan Stanley participating, to discuss the Expression of Interest. At the meeting, Mr. Remondi and the legal and financial advisors reviewed with the Board the terms of Canyon’s Expression of Interest. Representatives of Skadden advised the Board regarding its fiduciary duties and various process-related issues and considerations in connection with the evaluation of, and response to, the Expression of Interest. Representatives of Morgan Stanley also discussed, among other things, certain financial analyses related to the Expression of Interest. After careful and thorough consideration, the Board unanimously rejected the Expression of Interest, concluding that the Expression of Interest was inadequate, substantially undervalued the Company and failed to address the previously identified financing, regulatory and litigation items. Further, after noting that Canyon and Platinum had already conducted four months of rigorous and substantial due diligence and that the Company’s advance notice deadline for shareholder nominations of directors for election at the Annual Meeting had been publicly available since April 2018, the Board unanimously rejected Canyon’s request to extend such deadline.

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Later on February 18, 2019, Mr. Diefenderfer sent a letter to Mr. Heller, on behalf of the full Board, advising Canyon of the Board’s unanimous determination to reject both the Expression of Interest and the request for an additional four to six weeks of due diligence. Mr. Diefenderfer’s letter noted that since December 2018, the Company provided additional due diligence on the basis that Canyon and Platinum would value the Company above the previously communicated informal price range of $14-15 per share. Also, on February 18, 2019, the Company issued a press release announcing the Board’s rejection and released the full text of the Board’s February 18, 2019 letter to Canyon.

On February 19, 2019, Canyon sent a letter to the Board regarding the Board’s rejection of the Expression of Interest and stated that Canyon “[had] room to raise [its] price” if certain issues in its due diligence review were addressed. In its letter, Canyon further requested confirmation that the previously scheduled February 20, 2019 in-person meeting among representatives of Canyon and the Board would still occur.

On February 20, 2019, representatives of Canyon, Platinum, Moelis and Barclays met with the Board, certain members of the Company’s management and representatives of Skadden and Morgan Stanley at the Company’s headquarters in Wilmington, Delaware. At the meeting, Canyon notified the Company of its withdrawal of the Expression of Interest and indicated its intention to instead propose a minority slate of director candidates for election at the Annual Meeting. Later that day, Canyon issued a press release and filed Amendment No. 3 to its Schedule 13D announcing withdrawal of the Expression of Interest and its intention to nominate a minority slate of director candidates to stand for election at the Annual Meeting.

Also, on February 20, 2019, as part of its regularly scheduled committee meeting, the Nominations and Governance Committee met to discuss, among other things, the process for filling the director vacancies scheduled to occur in 2020, the general qualifications required for Board candidates and the specific expertise that would be beneficial to support the Board’s existing skillset.

On February 21, 2019, Canyon delivered a nomination notice to the Company (along with a letter addressed to the Board) indicating its intent to nominate a slate of four candidates to stand for election to the Board at the Annual Meeting. The nominees are Alan Robert Ginsberg, Gregory Pratt, Ivona Smith and Robert Webster.

Also, on February 21, 2019, the Board established a special committee of the Board (the “Special Committee”) to, among other things, oversee engagement and liaise with representatives of Canyon and make recommendations to the Board, in each case, in connection with Canyon’s nomination of director candidates and the Expression of Interest.

On February 22, 2019, the Company issued a press release stating that the Nominations and Governance Committee would evaluate Canyon’s director nominees and make a recommendation in the best interest of all shareholders.

On March 7, 2019, members of the Nominations and Governance Committee, together with several members of the Board had in-person interviews with three of Canyon’s proposed nominees.

On March 20, 2019, Laura S. Unger, Chair of the Nominations and Governance Committee, held a telephone discussion with Canyon’s fourth candidate, Mr. Webster. Other members of the Board did not re-interview Mr. Webster, given that the Nominations and Governance Committee and certain other members of the Board interviewed him in mid-2018 when he was previously suggested by Canyon as a potential Board candidate. Later that day, members of the Nominations and Governance Committee who participated in such interviews and discussions with Canyon’s candidates reported to the full Board their impressions on the suitably of each of Canyon’s four nominees as a potential director on the Board.

During the last two weeks of March 2019 and the first week of April 2019, the Board discussed potential amicable resolutions of the threatened proxy contest with the Special Committee, management of the Company and representatives of Skadden and Morgan Stanley. During this period, the Nominations and Governance Committee determined that one individual was the most qualified candidate of Canyon’s nominees to join the Board. Also, during that time, representatives of the Company held several telephone conversations and corresponded over email with Mr. Heller, to determine whether the parties could come to an agreement on terms of settlement. The Company and Canyon exchanged proposals and counter-proposals, which included, among others, the Company offering to appoint one of Canyon’s nominees (indicating that the identified individual was the most qualified) to the Board and add one mutually agreed upon independent director to the Board. The parties however were unable to come to an agreement.

At a meeting held on April 4, 2019, the Board unanimously approved the filing of this preliminary proxy statement.

Also on April 4, 2019, Canyon filed its preliminary proxy statement with the SEC.

On April 5, 2019, the Company filed its preliminary proxy statement with the SEC.

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As of the date of filing this preliminary proxy statement, the Board had not made the formal final decision on the slate of directors to be nominated by the Board for election at the Annual Meeting and the composition of such slate of directors is subject to change.

The Company is NOT responsible for the accuracy of any information provided by, or relating to, Canyon or its numbers contained in any proxy solicitation materials filed or disseminated by, or on behalf of, Canyon or any other statements that Canyon may otherwise make. Canyon chooses which of the Company’s shareholders will receive Canyon’s proxy solicitation materials.

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Corporate Governance

Role and Responsibilities of the Board of Directors

The Board of Directors believes strong corporate governance is critical to achieving Navient’s performance goals, enhancing shareholder value and maintaining the trust and confidence of investors, employees, regulatory agencies and other stakeholders.

The primary responsibilities of the Board of Directors are to:

Board Governance Guidelines

The Board of Directors’ Governance Guidelines (the “Guidelines”) are reviewed, at least annually, by the Nominations and Governance Committee. The Guidelines can be found at www.navient.com under “Investors, Corporate Governance” and a written copy may be obtained by contacting the Corporate Secretary at corporatesecretary@navient.com. The Guidelines, along with Navient’s Bylaws, embody the following governance practices, among others:

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The Board is preparing for anticipated director retirements, including the retirement of its Chairman, that will result from a combination of the Board’s tenure and age limits. As part of this process, the Nominations and Governance Committee, at the direction of the Board, has conducted an assessment of director skillsets in light of the Company’s present and future businesses.

Board Leadership Structure

The Board of Directors has separated the roles of Chairman of the Board of Directors and Chief Executive Officer, and the Board continues to believe that this structure properly balances the Board’s management and governance responsibilities. The Board of Directors also believes that its leadership structure has created an environment of open, transparent communication between the Board and management, enabling the Board to maintain an active, informed role in oversight by being able to monitor those matters that may present significant risks to Navient.

While it is the opinion of the Board of Directors that its leadership structure is appropriately balanced between promoting Navient’s strategic development with the Board’s management oversight function, as the Board contemplates both CEO succession and Chairman of the Board succession, it may choose to change this separation at any time.

Board Succession Planning

Our Board Governance Guidelines provide that no individual is eligible for nomination to the Board after the earlier to occur of (i) their 75th birthday or, (ii) after they have served more than 20 years on the Board.¹ In accordance with the director tenure policy, one incumbent non-employee director, Diane Suitt Gilleland retired from the Board in 2018. Additionally, in March 2018, John K. Adams, Jr., another incumbent non-employee director informed the Board that he would not stand for re-election at the 2018 annual shareholders’ meeting. In August of 2018, after considering several director candidates recommended by Canyon, the Board appointed Frederick Arnold, one of Canyon’s recommended candidates, to the Board. Mr. Arnold is a member of the Audit Committee. In addition, our Board refreshment will continue as two of our long-tenured directors are scheduled to retire in 2020. The Board will continue to be active in succession planning and director recruiting to ensure that the size of the Board and the skills of the directors are maintained or adjusted as appropriate to align with our business strategy.

Management Succession Planning

We have succession plans and talent management processes in place for our Chief Executive Officer and for our team of senior executives. Our senior management succession planning process is an organization-wide practice designed to proactively identify, develop and retain the leadership talent that is critical for future business success.

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The succession plan for our Chief Executive Officer is reviewed regularly by the Compensation and Personnel Committee and the other independent directors. The plan identifies a “readiness” level and ranking for each internal candidate and also incorporates the flexibility to define an external hire as a succession option. Formal succession planning for the rest of our senior leaders is also an ongoing process, which includes identifying a rank and readiness level for each potential internal candidate and strategically planning for external hires for positions where gaps, if any, are identified.

Our emergency CEO succession plan is intended to respond to immediate and unexpected position vacancies, including those resulting from a major catastrophe. The plan allows the Company to continue safe and sound operation and minimizes potential disruption or loss of continuity to business and operations.

Director Independence

For a director to be considered independent, the Board of Directors must determine that the director does not have any direct or indirect material relationship with Navient that would interfere with the director’s exercise of independent judgment or that would render the director incapable of making a decision with only the best interests of the Company in mind. The Board of Directors has adopted the Guidelines, which include the standards for determining director independence. In addition to Delaware law requirements, the Guidelines conform to the independence requirements of Rule 10A-3 of the Securities Exchange Act of 1934 (the “Exchange Act”) and the Nasdaq listing standards. The Guidelines can be found at www.navient.com under “Investors, Corporate Governance” and a written copy may be obtained by contacting the Corporate Secretary at corporatesecretary@navient.com.

At the end of 2018, the Board of Directors was comprised of 10 members, 9 of whom were affirmatively determined to be independent. The independent members of the Board of Directors at the end of fiscal 2018 were: Frederick Arnold; Anna Escobedo Cabral; William M. Diefenderfer, III; Katherine A. Lehman; Linda A. Mills; Jane J. Thompson; Laura S. Unger; Barry L. Williams; and David L. Yowan. During 2018, the Board of Directors determined that each of these individuals met the Nasdaq listing standards and Navient’s own director independence standards. In addition, the Board of Directors considered transactions and relationships between each director and any member of his or her immediate family on one hand, and Navient, on the other, to confirm that there were no transactions or relationships that would impair such director’s independence. Only Mr. Remondi was determined not to be independent.

Each member of the Board of Directors’ Audit, Compensation and Personnel, and Nominations and Governance Committees is independent within the meaning of the Nasdaq listing standards, Rule 10A-3 of the Exchange Act and Navient’s own director independence standards.

Board of Directors Meetings and Attendance at Annual Meeting

The full Board of Directors met 16 times in 2018. Each of our directors attended at least 87.8 percent of the total number of meetings of the Board of Directors and committees during his or her tenure on that committee. Our directors on average attended 96.9 percent of all meetings of the Board of Directors and committees in 2018. All directors attended the Company’s 2018 annual meeting of shareholders. All directors are expected to attend the 2019 annual meeting.

Committee Membership

The Board of Directors has established the following committees to assist in its oversight responsibilities: an Audit Committee, a Compensation and Personnel Committee, a Nominations and Governance Committee, a Finance and Operations Committee, and an Executive Committee. Each committee is governed by a Board-approved written charter, which is evaluated annually and which sets forth the respective committee’s functions and responsibilities. Membership of each of the committees is also changed as part of a regular rotation. Investors may find the current membership of the committees at http://www.navient.com/about/investors/corp_governance/.

In addition to these five standing committees, in 2019 the Board of Directors also formed a special committee of independent directors to facilitate communications and recommend strategic considerations to the Board of Directors, in connection with the proxy contest being conducted by Canyon. The special committee is comprised of Katherine A. Lehman, David L. Yowan and Laura S. Unger. William M. Diefenderfer, III serves as an ex officio member.

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For 2018, an 18-month work-plan was created from the charters of the Audit, Compensation and Personnel, Nominations and Governance, and Finance and Operations Committees so that the responsibilities of each committee would be addressed at appropriate times throughout the year. These work-plans will be reviewed and revised as appropriate in 2019. Agendas for committee meetings are developed based on each committee’s work-plan together with other current matters the Board chair, the committee chair or management believes should be addressed at the meeting. The chair of each committee provides regular reports to the Board of Directors regarding the subject of the committee’s meetings and any committee actions.

It is the practice of the Board to hold its regular committee meetings in conjunction with the regular meetings of the Board. Given the Audit Committee’s responsibilities relating to our financial statements and financial reporting, it is expected that the Audit Committee will meet more often than the other committees.

The following table sets forth the membership and number of meetings held for each committee of the Board of Directors during 2018. This table reflects the membership of each committee as of December 31, 2018.²

Chair = Committee Chair

X = Committee Member

Audit Committee

The Audit Committee has been established in accordance with Section 3(a)(58)(A) of the Exchange Act. During 2018, the Audit Committee, as set forth in its charter, assisted the Board of Directors in fulfilling its responsibilities by providing oversight relating to: (1) the integrity of Navient’s financial statements; (2) the Company’s system of internal controls; (3) the qualifications, performance and independence of Navient’s independent registered accounting firm; (4) the performance of the Company’s internal audit function; (5) risks related to Navient’s compliance, legal and regulatory matters; and (6) the review of related party transactions. In addition, the Audit Committee prepares the report of the Audit Committee for Navient’s annual proxy statement, as required by the SEC. The Board of Directors has determined that two members of the Audit Committee—Mr. Arnold and Mr. Yowan—qualify as audit committee financial expert, as that term is defined under the rules promulgated by the SEC. During 2018, no member of the Audit Committee served on the audit committee of more than three public companies.

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Compensation and Personnel Committee

Pursuant to the provisions of its charter, which can be found on our website in full, the primary responsibilities of the Compensation and Personnel Committee (also referred to herein as the “Compensation Committee”) during 2018 were to: (1) approve or recommend, as appropriate, compensation, benefits and employment arrangements for Navient’s Chief Executive Officer and other executive officers who report to the CEO (collectively “Executive Management”), and independent members of the Board of Directors; (2) review and approve compensation plans, incentive plans and benefit plans applicable to Executive Management; (3) review, approve and administer all equity-based plans of the Company; (4) supervise the administration of employee benefit plans of Navient as required by law or the plan terms or as otherwise appropriate; (5) receive periodic reports regarding the Company’s compensation programs as they relate to all employees; (6) review Navient’s management development and recommend to the Board of Directors succession plans applicable to Executive Management; (7) review and consider current and developing compensation and personnel related topics as appropriate, including performance management, leadership development, turnover and retention, diversity, and employee engagement; and (8) prepare the report of the Compensation Committee for inclusion in this proxy statement, as required. The Compensation Committee, in coordination with the Audit Committee, also reviews the report of management on the potential risks arising from Navient’s compensation policies and practices to determine whether such policies and practices are reasonably likely to have a material adverse effect on the Company.

The Compensation Committee considers executive officer and director compensation on an annual basis. In January or February of each year, after consultation with the independent chairman and other independent directors, as well as its independent consultant, if one has been retained, the Compensation Committee approves the compensation of the Chief Executive Officer and Executive Management. At that time, the Compensation Committee also makes a recommendation to the Board of Directors regarding director compensation. The Compensation Committee reviews executive compensation as described in the “Compensation Discussion and Analysis” section of this proxy statement. In addition, throughout the year, the Compensation Committee considers executive compensation consistent with its responsibilities, as warranted by any personnel changes.

Executive Committee

Since its creation, membership of the Executive Committee has included the committee chairs, the Chief Executive Officer and the chairman. Under its charter, the Executive Committee has authority to act on behalf of the Board of Directors when the full Board of Directors is not available, assists the Board of Directors in fulfilling its oversight responsibilities with regard to establishing risk tolerances and parameters for Navient, and oversees the allocation of risk oversight responsibilities among Board committees.

Finance and Operations Committee

During 2018, the Finance and Operations Committee assisted the Board of Directors, as required by its charter, by providing oversight with respect to: (1) material corporate finance matters, including investments, mergers and acquisitions, capital management, financing and funding strategy; (2) technology and operations; (3) marketing and product development; (4) the Company’s lending programs; and (5) the Company’s information security program and cyber-security. The Finance and Operations Committee also reviewed the financial risk profile of Navient, including capital market access, credit, interest rate, currency and programmatic/contractual risks and reviewed with management steps to manage those risks.

Nominations and Governance Committee

In accordance with its charter, the Nominations and Governance Committee assists the Board of Directors in establishing appropriate standards for the governance of Navient, the operations of the Board of Directors generally and the qualifications of directors. It recommends to the Board of Directors the director nominees for the annual meeting of shareholders, oversees the orientation of new directors and the ongoing education of the Board, recommends director assignments to the Board’s standing committees, oversees the Company’s reputational and political risks, supervises the Board’s self-evaluation and succession process and reviews and recommends changes to the Board’s Governance Guidelines. Additionally, the Nominations and Governance Committee routinely benchmarks the Company’s governance practices against industry best practices and makes appropriate changes when necessary. For example, in early April 2018, the Nominations and Governance Committee approved and recommended to the Board of Directors an amendment to the Company’s bylaws adopting proxy access beginning with the 2019 annual meeting season. A description of the Company’s proxy access bylaw, which the Board of Directors approved on April 4, 2018, is included in the “Proxy Access” section of this proxy statement.

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Each of the Committees’ charters is available at www.navient.com under “Investors, Corporate Governance.” Shareholders may obtain a written copy of a committee charter by contacting the Corporate Secretary at corporatesecretary@navient.com or Navient Corporation, 123 Justison Street, Wilmington, Delaware 19801.

Compensation Consultant and Independence

During 2018, the Compensation Committee retained Pearl Meyer as its independent compensation consultant (the “Compensation Consultant”).

The Compensation Consultant reported directly to the Compensation Committee, and the Compensation Committee retained authority to replace the Compensation Consultant or hire additional consultants at any time. A representative from the Compensation Consultant participated in meetings of the Compensation Committee and met with the committee without the presence of management, as requested, and directly communicated with the Chair of the Compensation Committee between meetings. However, the Compensation Committee made all decisions regarding the compensation paid to Navient’s named executive officers.

The Compensation Consultant provided various executive compensation services to the Compensation Committee pursuant to a written consulting agreement with the Compensation Committee. Generally, these services included advising the Compensation Committee on the principal aspects of Navient’s executive and director compensation programs, assisting in the selection of the compensation peer group, providing market information and analysis regarding the competitiveness of our compensation program design, reviewing Navient’s executive compensation disclosures, and informing the Committee about emerging compensation-related regulatory and industry issues.

During 2018, and again in 2019, the Compensation Committee considered the independence of the Compensation Consultant in light of SEC rules and Nasdaq listing standards. The Compensation Committee received a written statement of independence from the Compensation Consultant, which addressed the following factors: (1) other services provided to Navient by the Compensation Consultant; (2) fees paid by the Company as a percentage of the Compensation Consultant’s total revenues; (3) policies or procedures maintained by the Compensation Consultant that are designed to prevent a conflict of interest; (4) any business or personal relationships between the individual consultants involved in the engagement and any member of the Compensation Committee; (5) any Navient Common Stock owned by the individual consultants involved in the engagement; and (6) any business or personal relationships between our executive officers and the Compensation Consultant or the individual consultants involved in the engagement. The Compensation Committee discussed these considerations and concluded that the work of the Compensation Consultant did not raise any conflicts of interest. For more information on the Compensation Committee and the Compensation Consultant, please see the “Compensation Discussion and Analysis” section in this proxy statement.

Compensation Committee Interlocks and Insider Participation

Ms. Thompson, Ms. Lehman, Ms. Mills and Mr. Williams were members of the Compensation Committee during fiscal year 2018. All members of the Compensation Committee were independent directors, and no member was an employee or former employee of Navient or its affiliates. During fiscal year 2018, none of Navient’s executive officers served on a compensation committee (or its equivalent) or board of directors of another entity whose executive officer served on the Compensation Committee.

The Board of Directors’ Role in Risk Oversight

Our Board of Directors has the ultimate responsibility for risk oversight for Navient’s Enterprise Risk Management (“ERM”) philosophy and framework. In carrying out this critical responsibility, the Board has designated the Audit Committee as having primary responsibility to assist the Board in the development, maintenance and governance of the company’s ERM policy, standards and program. Other standing committees of the Board are charged with overseeing specific enterprise risks, as described below. The Board and its standing committees are responsible for ensuring we adhere to established risk tolerances and parameters that form a cornerstone of the company’s ERM framework.

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The Board has delegated day-to-day responsibility for risk oversight to our Chief Executive Officer and senior management team, who in turn have established the following management committees to implement this directive: Enterprise Risk and Compliance Committee, Credit and Loan Loss Committee, Asset and Liability Committee, and Incentive Compensation Plan Committee. These internal management committees, described in more detail below, provide regular reports to the Board and its standing committees—either directly or through one or more senior executives. The overall risk governance structure is illustrated below:

The Nominations and Governance Committee regularly reviews the composition and membership of each standing committee of the Board and makes recommendations to the Board. Outside of the SEC and Nasdaq requirements for eligibility to serve on certain committees, such as the Audit Committee and the Compensation and Personnel Committee, the Nominations and Governance Committee actively considers each committee’s responsibilities, as outlined in its charter, as well as individual director skillsets when deciding which directors will serve on specific standing committees. For example, as detailed below, the Board’s Finance and Operations Committee has oversight responsibility for information security and cybersecurity and therefore has committee members with that specific skillset. Likewise, our Nominations and Governance Committee has oversight responsibility for the company’s corporate governance and therefore is chaired by a lawyer who is a former SEC Chairperson and an expert in governance matters.

Risk Appetite Framework

Navient employs a Risk Appetite Framework to identify the most significant risks that could impact our business and provides the process for evaluating and quantifying those risks. The Risk Appetite Framework defines the type and degree of risk Navient is able and willing to assume, given its business objectives, contractual and other legal requirements, and obligations to stakeholders. As noted below, our Risk Appetite Framework segments enterprise risk into nine enterprise risk domains.

Enterprise Risk Domains

Our Risk Appetite Framework segments Navient’s enterprise risks across nine enterprise risk domains: (1) Credit; (2) Market; (3) Funding and Liquidity; (4) Compliance; (5) Legal; (6) Operational; (7) Reputational and Political; (8) Governance; and (9) Strategy. These risk domains are disclosed in our 2018 Annual Report and proxy statements filed with the SEC.

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The Board has assigned oversight responsibility for each risk domain to one or more of its standing committees. These risk oversight responsibilities are spelled out in each committee’s charter, which can be found at https://www.navient.com/about/investors/corp_governance/board_charters/.

Each of the enterprise risk domains is described below, along with the standing committee(s) responsible for risk oversight.

Cybersecurity Risk Oversight

The Board of Directors, through the Finance and Operations Committee, plays an important role in overseeing the Company’s cybersecurity risk management. The Finance and Operations Committee receives regular briefings from the Company’s Chief Information Security Officer relating to the most recent developments in cybersecurity prevention, detection, response and recovery as well as updates on breaches and exploitations, both successful and unsuccessful, at other companies. In response to recently issued interpretive guidance from the SEC, the Board’s 2019 priorities will be to focus on the integration of the Company’s cybersecurity risk management into its robust risk and disclosure framework.

Risk Assessment of Compensation Policies

Navient maintains an internal Incentive Compensation Plan Committee (the “ICP Committee”) that conducts an annual risk review and assessment of the various incentive compensation plans covering our employees—including plans that cover our named executive officers—to ensure that our employees are not incented to take inappropriate risks which could impact our financial position and controls, reputation and operations. Our Chief Risk and Compliance Officer, Chief Legal Officer,

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Chief Audit Officer and Chief Human Resources Officer serve on the ICP Committee, along with other senior business leaders. The ICP Committee presented its annual findings to the Compensation Committee and the Audit Committee in early 2019, and the Compensation Committee determined that the Company’s incentive compensation programs do not encourage or create unnecessary risk-taking, and that the risks arising from the programs are not reasonably likely to have a material adverse effect on the Company. The ICP Committee will continue to monitor our incentive compensation plans, as well as the plan governance structure put in place to mitigate risks associated with the plans, to ensure that our incentive compensation practices properly incent our employees and reflect industry best practices.

Nominations Process

The Nominations and Governance Committee considers director candidates recommended by shareholders and also receives suggestions for candidates from Board members or third parties. The Nominations and Governance Committee may also engage third-party search firms to assist in identifying director candidates.

Candidates are evaluated based on the needs of the Board of Directors and Navient at that time, given the then-current mix of Board members, their individual skills and experiences relative to the Company’s business strategy, and the Nominations and Governance Committee’s desire to bring additional skills or experiences to the Board. While Navient does not have a formal Board diversity policy, the Board of Directors actively seeks representation that reflects gender, ethnic, age and geographic diversity as reflected in the Guidelines. The Nominations and Governance Committee, through its charter, is charged with reviewing the composition, skills and diversity of the Board of Directors, and as part of the process, the Nominations and Governance Committee incorporates into the Board of Directors’ annual evaluation process, the opportunity for each Board member to provide input regarding the current and desired composition of the Board of Directors and desired attributes of Board members. The minimum qualifications and attributes that the Nominations and Governance Committee believes a director nominee must possess include:

In addition, the Nominations and Governance Committee believes the Board of Directors collectively should encompass a mix of skills and expertise in the following areas:

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The Nominations and Governance Committee considers and evaluates candidates recommended by shareholders in the same manner that it considers and evaluates all other director candidates. To recommend a candidate, shareholders should send, in writing, the candidate’s name, credentials, contact information, and his or her consent to be considered as a candidate to the Chairman of the Nominations and Governance Committee at corporatesecretary@navient.com or c/o Corporate Secretary, Navient Corporation, 123 Justison Street, Wilmington, Delaware 19801. The shareholder should also include his or her contact information and a statement of his or her share ownership. A shareholder wishing to nominate a candidate must comply with the notice and other requirements described under “Shareholder Proposals for the 2020 Annual Meeting” in this proxy statement.

Proxy Access

Consistent with its practice of monitoring best corporate governance practices, the Nominations and Governance Committee of the Board conducted a review of the Company’s bylaws in late 2017. Upon the recommendation of the Nominations and Governance Committee, the Board adopted a “proxy access” amendment to its bylaws in early April 2018. Beginning with the 2019 proxy season, the Company now will include in its proxy statement and on its form of proxy card, the name of a director nominee submitted by an “Eligible Holder” who provides the information and satisfies the other provisions of the Company’s bylaws. To qualify as an “Eligible Holder,” a shareholder or a group of no more than 20 shareholders must have continuously owned at least three percent (3%) of the outstanding shares of the Company’s Common Stock entitled to vote in the election of directors for a period of at least three years and thereafter continue to own the shares through the Company’s annual meeting. There are no proxy access board nominees for the 2019 annual meeting. A complete version of the Company’s Second Amended and Restated Bylaws can be found on the Corporate Governance page of its website at https://navient.com/about/investors/corp_governance/.

Director Orientation and Continuing Education

The Nominations and Governance Committee oversees the orientation of new directors and the ongoing education of the Board. As part of Navient’s director orientation program, new directors participate in one-on-one introductory meetings with Navient business and functional leaders and are given presentations by members of senior management on Navient’s strategic plans, financial statements and key issues, policies and practices. In addition, directors receive education on their governance and fiduciary duties. Directors may enroll in director continuing education programs on corporate governance and critical issues associated with a director’s service on a public company board. Navient makes a stipend available to each director to pay all or a portion of the expenses of these programs. Our senior management meets regularly with the Board and meets annually to review with the Board the operating plan of the Company and each of our strategic business groups. The Board also periodically participates in Board educational programs and visits to Navient operation centers.

Shareholder Engagement and Communications with the Board

Our CEO, Chief Financial Officer, and Vice President of Investor Relations, together with other members of management, meet periodically with investors to discuss Navient’s strategy and financial and business performance, and to update investors on key developments. During 2018, Navient held meetings with over 200 investors and potential investors. In addition, we routinely seek our shareholders’ views on governance and compensation matters.

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In advance of our 2018 annual shareholders’ meeting, we received two shareholder proposals from our investors. The first proposal concerned the Company’s clawback policy while the second proposal pertained to the governance measures the Company has implemented to address the risks associated with its student loan business. In January of 2018, the Company actively engaged with the proponent of the clawback proposal and the Company was able to reach a mutually acceptable compromise with the proponent who withdrew the proposal. The student loan proposal was ultimately included on the Company’s 2018 proxy and was rejected by our shareholders with more than 60 percent of the shares voted cast against the proposal. Following the 2018 annual meeting, the Company actively engaged the proponent of the proposal and various other interested parties in an effort to enhance the Company’s disclosures in a manner that satisfy the proponent. As a result of these engagement efforts, the Company has provided additional information in this proxy statement regarding risk oversight.

Shareholders and other interested parties may submit communications to the Board of Directors, the non-management directors as a group, the Chairman or any other individual member of the Board of Directors by contacting the Chairman of the Board in writing at corporatesecretary@navient.com or c/o Corporate Secretary, Navient Corporation, 123 Justison Street, Wilmington, Delaware 19801.

In general, the Corporate Secretary forwards all such communications to the Chairman. The Chairman in turn determines whether the communications should be forwarded to other members of the Board and, if so, forwards them accordingly. However, for communications addressed to a particular member of the Board, the Chair of a particular Board committee or the non-employee directors as a group, the Corporate Secretary forwards those communications directly to those individuals.

The directors have requested that communications that do not directly relate to their duties and responsibilities as our directors be excluded from distribution. Such excluded items include “spam,” advertisements, mass mailings, form letters and email campaigns that involve unduly large numbers of similar communications, solicitations for goods, services, employment or contributions, surveys and individual product inquiries or complaints. Additionally, communications that appear to be unduly hostile, intimidating, threatening, illegal or similarly inappropriate will be screened for omission. Any omitted or deleted communications will be made available to any director upon request.

Policy on Political Contributions, Disclosure and Oversight

We did not make any political contributions using corporate funds in 2018, and we have no intention of making such political contributions in 2019. The Company’s Government Relations personnel are responsible for the development and implementation of policies pertaining to the Company’s political activities. They report annually to the Nominations and Governance Committee of the Board on major lobbying priorities and principles. The Department also provides the Committee with a report on any payments made to trade associations, political expenditures, contributions made to other tax-exempt political organizations, as well as contributions by the Company’s Political Action Committee. Navient also maintains numerous compliance processes structured to ensure that the Company and its employees conduct all their activities in accordance with our Code of Business Conduct and with all relevant laws governing political contributions and lobbying activities.

Since 2016, we have disclosed our political activity and contributions through the publication of our Transparency in Policy Engagement and Political Participation Report. In 2018, the Company was recognized as a “Trendsetter” in the CPA-Zicklin Index for political transparency. The Report provides an overview of the Company’s legislative and political priorities and also provides details pertaining to Navient’s contributions to members of Congress, trade associations, 527 political organizations and other political organizations. The Nominations and Governance Committee has instructed the Company to update the report on a semi-annual basis. The current Report is available on the Company’s website at https://www.navient.com/about/who-we-are/transparency/.

Code of Business Conduct

The Company has a Code of Business Conduct that applies to Board members and all employees, including the chief executive officer, the chief financial officer and the chief accounting officer. The Code of Business Conduct is available on the Company’s corporate governance website at https://navient.com/about/investors/corp_governance/ and a written copy

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is available from the Corporate Secretary. The Company intends to post amendments to or waivers of the Code of Business Conduct (to the extent applicable to the Company’s chief executive officer, chief financial officer or chief accounting officer or any director) at this location on its website. There were no waivers during 2018.

Policy on Review and Approval of Transactions with Related Parties

The Company has adopted a Policy on Related Party Transactions to ensure that all Interested Transactions with Related Parties, as those terms are defined in the policy, will be at arm’s length and on terms generally available to an unaffiliated third-party under the same or similar circumstances. The policy states that, except for the limited exceptions specifically stated in the policy, Interested Transactions with Related Parties that will exceed $120,000 in any calendar year must be reviewed by the Audit Committee and receive approval of the Board of Directors prior to the Corporation entering into the Interested Transaction. A copy of the policy can be found on the Company’s Corporate Governance website at https://www.navient.com/about/investors/corp_governance/.

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Director Compensation

Our director compensation program is designed to reasonably compensate our non-employee directors for work required for a company of our size, complexity and risk exposure, and to align the interests of our directors with those of our shareholders. The Compensation Committee reviews the compensation of our non-employee directors on an annual basis and makes recommendations to the Board.

In late 2017, the Compensation Committee reviewed our director compensation with the assistance of the Compensation Consultant and concluded that the existing program should remain unchanged for 2018. The Compensation Committee again reviewed director compensation in late 2018 and will keep the existing program unchanged for 2019. Our 2018 director compensation program is detailed below.

Director Compensation Elements

The following table highlights the material elements of our 2018 director compensation program:

Annual cash retainers are paid in quarterly installments in or around June, September, December and March. Annual equity awards typically are granted in February each year in the form of restricted stock. These awards vest only upon the recipient’s election to the Board at the Company’s next following annual meeting of shareholders (or, if earlier, upon death, disability, or a change in control).

We also reimburse each non-employee director for any out-of-pocket expenses incurred in connection with their service as a director. As described below, our non-employee directors may elect to defer all or a portion of their annual compensation under the Navient Corporation Deferred Compensation Plan for Directors.

Share Ownership Guidelines

We maintain share ownership guidelines for our non-employee directors. Under these share ownership guidelines, each director is expected, within five years of his or her initial election to the Board of Directors, to own Navient Common Stock with a value equivalent to at least four times his or her annual cash retainer. Currently, that minimum ownership amount is $400,000. The following shares and share units count towards the ownership guidelines: shares held in brokerage accounts; shares credited to deferred compensation accounts; restricted stock and restricted stock units (“RSUs”) that vest solely upon the passage of time; and vested stock options, to the extent that they are “in-the-money.”

All non-employee directors are in compliance with the share ownership guidelines as of the date of this proxy statement due to their share ownership amount or because the five-year period from their initial election has not ended.

Anti-Hedging and Pledging Policy

Navient’s Securities Trading Policy prohibits directors and officers (as defined by Rule 16a-1(f) of the Exchange Act and referred to as “Section 16 Officers”) from selling Navient stock short, holding Navient securities in a margin account, or pledging Navient securities as collateral for a loan or otherwise. Additionally, no director, Section 16 Officer or any other

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officer of the Company who is subject to the Company’s Stock Ownership Guidelines is permitted to enter into derivative or speculative transactions involving Navient securities (including prepaid variable forward contracts, equity swaps, collars, credit default swaps and exchange funds) that are designed to hedge or offset any decrease in the market value of Navient securities. All directors and named executive officers were in compliance with this policy throughout 2018 and remain in compliance as of the date of this proxy statement.

Policy on Rule 10b5-1 Trading Plans

The Company’s Securities Trading Policy governs the circumstances under which Navient directors and Section 16 Officers may enter into trading plans pursuant to SEC Rule 10b5-1. Rule 10b5-1 trading plans are pre-established trading plans for sales of our Common Stock. We believe our Rule 10b5-1 policy is effective in ensuring compliance with legal requirements. Under the policy:

Other Compensation

We provide non-employee directors with company-paid group life insurance, accidental death and disability and business travel accident insurance. We also provide current non-employee directors the opportunity to participate in the Company’s medical and dental plans. If a director elects to participate in these plans, the director pays the full cost of medical and dental coverage (which for an employee is shared by the Company and the employee). After retirement from the Board, a former non-employee director may continue medical coverage for up to 18 months under the Consolidated Omnibus Budget Reconciliation Act (COBRA) at his/her own expense. The Independent Chairman is also entitled to reimbursement for office and certain transportation expenses commensurate with the amount of time he allocates to Board service. The Chairman was not reimbursed for these expenses in 2018.

Deferred Compensation Plan for Directors

Navient sponsors a deferred compensation plan for its non-employee directors. Under the Navient Corporation Deferred Compensation Plan for Directors (“Director Deferred Compensation Plan”), our non-employee directors may elect annually to defer receipt of all or a percentage of their annual cash retainer. In addition, directors may elect to receive a credit under the Director Deferred Compensation Plan in lieu of their annual equity retainer. Provided this election is made before the beginning of the year, the director’s plan account will be credited with a dollar amount equivalent to the annual equity retainer and automatically invested in a notional Company stock fund. Notional stock units remain subject to the same vesting schedule applicable to the annual equity retainer.

Deferrals are credited with earnings based on the performance of certain investment funds selected by the participant. The plan does not pay above-market or preferential earnings on amounts deferred. Deferrals invested in the notional Company stock fund are payable in shares of Navient Common Stock. All other deferrals are payable in cash (in a single lump sum or in installments at the election of the director) upon termination of the director’s service on the Board or after a minimum number of years (except for hardship withdrawals in limited circumstances). As noted below, Ms. Escobedo Cabral, Mr. Diefenderfer, Ms. Thompson, Mr. Williams and Mr. Yowan each elected to defer all or a portion of his/her 2018 compensation under the Director Deferred Compensation Plan.

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Director Compensation Table

The tables below present information regarding the compensation and stock awards that we have paid or granted to the non-employee directors for the year ended December 31, 2018.

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All Other Director Compensation:

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Proposal 2 — Ratification of the Appointment of the Independent Registered Public Accounting Firm

Navient’s independent registered public accounting firm, KPMG LLP (“KPMG”), is selected by the Audit Committee. On February 21, 2019, the Audit Committee engaged KPMG as Navient’s independent registered public accounting firm for the fiscal year ending December 31, 2019. Representatives of KPMG are expected to be present at the Annual Meeting and they will have the opportunity to respond to appropriate questions from shareholders and to make a statement if they desire to do so.

This proposal is put before the shareholders because the Board of Directors believes it is a good corporate governance practice to ask shareholders to ratify the selection of the independent registered public accounting firm.

For ratification, this proposal requires the affirmative vote of the holders of a majority of the Common Stock present, represented and entitled to vote, and voting affirmatively or negatively at the Annual Meeting. Accordingly, shares that are not voted affirmatively or negatively with respect to this proposal, including abstentions and broker non-votes, will not be relevant to the outcome. If the appointment of KPMG is not ratified, the Audit Committee will evaluate the basis for the shareholders’ vote when determining whether to continue the firm’s engagement. Even if the selection of Navient’s independent registered public accounting firm is ratified, the Audit Committee may direct the appointment of a different independent registered public accounting firm at any time during 2019 if, in its discretion, it determines that such a change would be in the Company’s best interests.

Board Recommendation

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF KPMG AS NAVIENT’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2019 ON THE ENCLOSED WHITE PROXY CARD.

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Independent Registered Public Accounting Firm

Fees Paid to Independent Registered Public Accounting Firms for 2018 and 2017

Aggregate fees billed for services performed for Navient by its independent accountant, KPMG, for the fiscal years ended December 31, 2018, and 2017, are set forth below.

Audit Fees. Audit fees include fees for professional services rendered for the audits of the consolidated financial statements of Navient and statutory and subsidiary audits, issuance of comfort letters, consents, income tax provision procedures, and assistance with review of documents filed with the SEC.

Audit-Related Fees. Audit-related fees include fees for assurance and other services related to service provider compliance reports, trust servicing and administration reports, internal control reviews, and attest services that are not required by statute or regulation.

Tax Fees. Tax fees include fees for federal and state tax compliance, and tax consultation services.

Pre-approval Policies and Procedures

The Audit Committee has a policy that addresses the approval of audit and non-audit services to be provided by the independent registered public accounting firm to the Company. The policy requires that all services to be provided by the Company’s independent registered public accounting firm be pre-approved by the Audit Committee or its Chair. Each approval of the Audit Committee or the Chair of the Audit Committee must describe the services provided and set a dollar limit for the services. The Audit Committee, or its Chair, pre-approved all audit and non-audit services provided by KPMG during 2018. Reporting is provided to the Audit Committee regarding services that the Chair of the Audit Committee pre-approved between committee meetings. The Audit Committee receives regular reports from management regarding the actual provision of all services by KPMG. No services provided by our independent registered public accounting firm were approved by the Audit Committee pursuant to the “de minimis” exception to the pre-approval requirement set forth in paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

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Report of the Audit Committee

The following report shall not be deemed incorporated by reference in any filing under the federal securities laws by virtue of any general incorporation of this proxy statement by reference and shall not otherwise be treated as filed under the federal securities laws.

The Audit Committee is responsible for monitoring our financial reporting processes and system of internal controls, supervising our internal auditors and overseeing the independence and performance of the independent auditors. In carrying out these responsibilities, the Audit Committee meets, on a regular basis, with our internal auditors and our independent auditors to review the overall scope and plans for their respective audits of our financial statements. The Audit Committee also meets privately (and in separate meetings) with members of management, our independent auditors and our internal auditors as may otherwise be needed. The Audit Committee meets with management and with the independent auditors each quarter to review and discuss our Annual Report on Form 10-K and our quarterly reports on Form 10-Q prior to their being filed with the SEC. It also meets with management and our independent auditors to review and discuss our quarterly earnings prior to their release.

The Audit Committee’s responsibility is to monitor and oversee the audit and financial reporting processes. However, the members of the Audit Committee are not practicing certified public accountants or professional auditors and rely, without independent verification, on the information provided to them and on the representations made by management, and the report issued by the independent registered public accounting firm. While the Audit Committee and the Board monitor the Company’s financial record-keeping and controls, management is ultimately responsible for the Company’s financial reporting process, including its system of internal controls, disclosure control procedures and the preparation of the financial statements. The independent auditors support the financial reporting process by performing an audit of the Company’s financial statements and issuing a report thereon.

The Audit Committee has reviewed and discussed with management and Navient’s independent registered accounting firm, KPMG LLP, the Company’s audited financial statements as of and for the year ended December 31, 2018. The Audit Committee also discussed with KPMG LLP the matters under Public Company Accounting Oversight Board (“PCAOB”) standards, including among other things, matters related to the conduct of the audit of our financial statements.

The Audit Committee received and reviewed the written disclosures and the letter from KPMG LLP required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence and has discussed with KPMG LLP the firm’s independence.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the financial statements referred to above be included in the 2018 Annual Report for filing with the Securities and Exchange Commission.

Audit Committee

Anna Escobedo Cabral, Chair

Frederick Arnold

Laura S. Unger

David L. Yowan

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Ownership of Common Stock

The following table provides information, as of March 1, 2019, about each shareholder known to Navient to beneficially own more than five percent of the outstanding shares of our Common Stock, based solely on the information filed by each such shareholder on Schedules 13D or 13G with the SEC on the dates indicated in the footnotes to this table (percentages are calculated assuming continuous beneficial ownership at March 1, 2019).

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Ownership of Common Stock by Directors and Executive Officers

The following table sets forth information concerning the beneficial ownership of Navient’s Common Stock by: (i) our current directors and director nominees; (ii) the named executive officers listed in the Summary Compensation Table; and (iii) all of the Company’s current directors and executive officers as a group. Under SEC rules, beneficial ownership for purposes of this table takes into account stock as to which the individual has or shares voting and/or investment power as well as stock that may be acquired within 60 days (such as by exercising vested stock options). Information is provided as of March 1, 2019. The beneficial owners listed have sole voting and investment power with respect to stock beneficially owned, except as to the interests of spouses or as otherwise indicated. As of March 1, 2019, there were 243,295,923 shares of our Common Stock issued, outstanding and entitled to vote.

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