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
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e) (2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to Section 240.14a-1
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Navient Corporation
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
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Payment of filing fee (check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.
Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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*** Exercise Your Right to Vote ***Important Notice Regarding the Availability of Proxy Materials for theShareholder
Meeting to Be Held on May 20, 2020.NAVIENT CORPORATIONATTN: CORPORATE SECRETARY123 JUSTISON STREETWILMINGTON, DE 19801You are receiving this communication because you hold shares inthe company named above.This is not a ballot. You cannot use
this notice to vote theseshares. This communication presents only an overview of the morecomplete proxy materials that are available to you on the Internet.You may view the proxy materials online at www.proxyvote.com oreasily request a paper
copy (see reverse side).We encourage you to access and review all of the importantinformation contained in the proxy materials before voting.Meeting InformationMeeting Type: Annual MeetingFor holders as of: March 23, 2020Date: May 20, 2020
Time: 8:00 AMLocation: Meeting live via the Internet-please visitwww.virtualshareholdermeeting.com/NAVI2020.The company will be hosting the meeting live via the Internetthis year. To attend the meeting via the Internet please
visitwww.virtualshareholdermeeting.com/NAVI2020 and be sure to havethe information that is printed in the box marked by the arrowXXXX XXXX XXXX XXXX (located on the following page).
Before You VoteHow to Access the Proxy MaterialsRequests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your
investmentadvisor. Please make the request as instructed above on or before May 6, 2020 to facilitate timely delivery.How to View Online:Have the information that is printed in the box marked by the arrow XXXX XXXX XXXX XXXX (located on
thefollowing page) and visit: www.proxyvote.com.How to Request and Receive a PAPER or E-MAIL Copy:If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge forrequesting a copy. Please choose one of
the following methods to make your request:1) BY INTERNET: www.proxyvote.com2) BY TELEPHONE: 1-800-579-16393) BY E-MAIL*: sendmaterial@proxyvote.com* If requesting materials by e-mail, please send a blank e-mail with the information that is printed
in the box markedby the arrow XXXX XXXX XXXX XXXX (located on the following page) in the subject line.NOTICE AND PROXY STATEMENT FORM 10-KProxy Materials Available to VIEW or RECEIVE:Vote By Internet:Before The Meeting:Go to www.proxyvote.com. Have
the information that is printed in the box marked by the arrowXXXX XXXX XXXX XXXX (located on the following page) available and follow the instructions.During The Meeting:Go to www.virtualshareholdermeeting.com/NAVI2020. Have the information that
is printed in the box markedby the arrow XXXX XXXX XXXX XXXX (located on the following page) available and follow the instructions.Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card. How
To VotePlease Choose One of the Following Voting Methods
Voting ItemsThe Board of Directors recommends you vote FORthe following proposals:The Board of Directors recommends you vote ONEYEAR on the following proposal:NOTE:
The shares represented by the proxy whenproperly executed will be voted in the manner directedherein. If any other matters properly come before themeeting, the person named in the proxy will vote intheir discretion.1a. Frederick Arnold1b. Anna
Escobedo Cabral1c. Larry A. Klane1d. Katherine A. Lehman1e. Linda A. Mills1f. John F. Remondi1g. Jane J. Thompson1h. Laura S. Unger1i. David L. YowanD11035- Non-binding advisory vote on whether anon-binding shareholder vote to approve
thecompensation paid to our named executiveofficers should occur every one, two or threeyears.3. Non-binding advisory vote to approve namedexecutive officer compensation. Ratification of the appointment of KPMG LLP asour independent registered
public accountingfirm for 2020.4. Non-binding advisory vote on whether anon-binding shareholder vote to approve thecompensation paid to our named executiveofficers should occur every one, two or threeyears.3. Non-binding advisory vote to approve
namedexecutive officer compensation.1. Election of DirectorsNominees:The Board of Directors recommends you vote FORthe following proposals:The Board of Directors recommends you vote ONEYEAR on the following proposal:NOTE: The shares represented by
the proxy whenproperly executed will be voted in the manner directedherein. If any other matters properly come before themeeting, the person named in the proxy will vote intheir discretion.1a. Frederick Arnold1b. Anna Escobedo Cabral1c. Larry A.
Klane1d. Katherine A. Lehman1e. Linda A. Mills1f. John F. Remondi1g. Jane J. Thompson1h. Laura S. Unger1i. David L. YowanD11035-P37619
