UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC
20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15 (d)
of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 23,
2019
Navient
Corporation
(Exact
name of registrant as specified in its charter)
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Delaware
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001-36228
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46-4054283
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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123 Justison Street, Wilmington, Delaware
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19801
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code (302)
283-8000
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Not Applicable
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(Former Name or Former Address, if Changed Since Last
Report)___________________________
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Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
☐
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of
1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Trading
Symbol(s)
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Name of
each exchange on which registered
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Common stock, par value $.01 per share
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NAVI
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The Nasdaq Global Select Market
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6% Senior Notes due December 15, 2043
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JSM
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The Nasdaq Global Select Market
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ITEM 8.01. OTHER EVENTS
On
May 23, 2019, Navient Corporation (the “Company”)
issued a news release announcing that its board of directors has
elected Linda Mills its chair effective June 6, 2019, when the
Company holds its annual meeting of shareholders.
The
information contained in, or incorporated into, this
Item 8.01, including Exhibit 99.1 attached hereto, is being
furnished and shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as
amended, nor shall it be deemed incorporated by reference in any
filing under the Securities Act of 1933, as amended, except as
shall be expressly set forth by specific reference in such
filing.
ITEM 9.01. FINANCIAL STATEMENTS AND
EXHIBITS.
(d)
Exhibits
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Exhibit
No.
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Exhibit
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News
Release: Navient Appoints Linda Mills as Chair
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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NAVIENT
CORPORATION
(Registrant)
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Date: May 23,
2019
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By:
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/s/ Mark L.
Heleen
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Mark L.
Heleen
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Chief Legal
Officer
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Exhibit
99.1
NEWS RELEASE
For immediate release
Navient appoints Linda Mills as chair
WILMINGTON, Del., May 23, 2019— Navient (Nasdaq:
NAVI), a leading education loan management and business processing
services company, today announced that Linda Mills was elected
chair of its board of directors effective June 6, 2019, when
Navient holds its annual meeting of shareholders.
“Our
board will continue to focus on accelerating Navient’s
positive momentum in creating value for all of our
stakeholders,” Mills said. “Ultimately, when we help
our customers succeed, our employees and shareholders also are
successful.”
William
M. Diefenderfer III, Navient’s current chairman, announced in
early May that he would not stand for
election at the 2019 annual meeting.
“Bill built a cohesive, skilled board with the right
experience and talent, and he valued diverse perspectives,”
Mills said. “Under his leadership, Navient was launched and
remains focused on enhancing the success of our
customers.”
“Bill’s leadership has been critical to Navient’s
success and I thank him for his dedication to the organization and
our mission,” said Jack Remondi, CEO of Navient. “Linda
has brought valuable perspectives and leadership experience to our
board and I look forward to working with her in this new
capacity.”
Mills, who joined the board in 2014, is president of Cadore Group
LLC, a management and technology consulting company. Previously,
she was corporate vice president of operations for Northrop
Grumman, a leading global security provider of advanced solutions
for defense, intelligence, civil agency and commercial customers.
At Northrop Grumman, she was responsible for driving effective
operations to maximize performance, innovation and
affordability.
In addition to Navient, Mills serves on the board of directors of
American International Group, Inc. (AIG). She also serves on the
board of the Smithsonian National Air and Space Museum and the
board of visitors for the University of Illinois College of
Engineering.
* *
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About Navient
Navient
(Nasdaq: NAVI) is a
leader in education loan management
and business processing
solutions for education,
healthcare and government
clients at the federal, state and local levels. The company helps
its clients and millions of Americans achieve financial success
through services and support. Headquartered in Wilmington, Delaware, Navient
also employs team members in
western New
York, northeastern
Pennsylvania, Indiana, Tennessee,
Texas, Virginia, Wisconsin and other locations. Learn more at navient.com.
Contact:
Media: Paul Hartwick, 302-283-4026, paul.hartwick@navient.com
Investors: Joe Fisher, 302-283-4075, joe.fisher@navient.com