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): June 6,
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
5.02
DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENT OF
CERTAIN OFFICERS
As
previously reported, on May 2, 2019, the
Board agreed to appoint Marjorie Bowen and Larry Klane as directors
of the Company. At the time of their appointment, no determination
was made as to the committee appointments for Ms. Bowen or Mr.
Klane. On June 6, 2019, upon their election to the Board for the
2019-2020 term, Ms. Bowen was appointed to serve on the Audit
Committee and the Nominations and Governance Committee. Mr. Klane
was appointed to the Finance and Operations Committee and the
Compensation and Personnel Committee.
ITEM
5.07
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On
June 6, 2019, Navient held its 2019 Annual Meeting of Shareholders
(the “Annual Meeting”). As of the close of business on
April 8, 2019, the record date for the Annual Meeting, 239,524,080
shares of common stock, par value $.01 per share, were issued,
outstanding and entitled to vote. At the Annual Meeting,
220,364,912 shares, or approximately 92%, of the outstanding shares
of common stock entitled to vote were represented in person or by
proxy. At the Annual Meeting, the following proposals were
submitted to a vote of the Company’s shareholders, with the
voting results indicated below:
Proposal 1 – Election of Directors. The Company’s shareholders elected the
following 9 directors to hold office until the 2019 Annual Meeting
of Shareholders and until their successors have been duly elected
or appointed:
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For
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Withhold
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Broker Non-Votes
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% of Votes Cast "For"
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Frederick Arnold
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196,974,898
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11,906,059
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11,483,955
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94.3%
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Marjorie Bowen
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204,755,861
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2,021,360
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13,587,691
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99.0%
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Anna Escobedo Cabral
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208,672,588
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208,369
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11,483,955
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99.9%
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Larry Klane
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206,511,906
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265,314
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13,587,692
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99.9%
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Katherine A. Lehman
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208,543,457
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337,500
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11,483,955
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99.8%
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Linda A. Mills
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208,547,959
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332,998
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11,483,955
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99.8%
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John F. Remondi
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208,641,404
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239,553
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11,483,955
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99.9%
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Jane J. Thompson
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204,799,831
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4,081,126
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11,483,955
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98.0%
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Laura S. Unger
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207,534,255
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1,346,702
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11,483,955
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99.4%
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Barry L. Williams
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208,555,673
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325,284
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11,483,955
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99.8%
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David L. Yowan
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208,671,125
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209,832
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11,483,955
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99.9%
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Proposal 2 – Ratification of the Appointment of KPMG
LLP. The Company’s
shareholders ratified the appointment of KPMG LLP as the
Company’s independent registered public accounting firm for
the year ending December 31, 2019, as
follows:
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For
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Against
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Abstain
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Broker Non-Votes
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% of Votes Cast "For"
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219,170,194
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1,053,225
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141,493
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0
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99.4%
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Proposal 3 – Non-binding Advisory Vote on Executive
Compensation. The
Company’s shareholders approved, by a non-binding advisory
vote, the compensation of its named executive officers, as
follows:
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For
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Against
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Abstain
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Broker Non-Votes
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% of Votes Cast "For"
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196,653,035
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12,077,656
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150,191
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11,484,030
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94.1%
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Proposal 4 – Approval of the Amended and Restated Navient
Corporation Employee Stock Purchase Plan
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For
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Against
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Abstain
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Broker Non-Votes
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% of Votes Cast "For"
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208,473,339
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328,344
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79,200
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11,484,029
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99.8%
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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NAVIENT CORPORATION
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Date:
June 10, 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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