UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
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 29,
2020
(Exact name of registrant as specified in its charter)
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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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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code (302)
283-8000
Not Applicable
(Former Name or Former Address, if Changed Since Last
Report)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
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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The
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The
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ITEM
5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
As
previously reported by Navient Corporation (the
“Company”) (NASDAQ: NAVI) in a Current Report on Form
8-K filed with the Securities and Exchange Committee on June 2,
2020 (the “Initial Form 8-K”), the Company announced
that Ted Morris was appointed as Acting Chief Financial Officer and
Principal Accounting Officer effective immediately. This Current
Report on Form 8-K/A is being filed as an amendment to the Initial
Form 8-K to describe the terms of Mr. Morris’s
compensation.
Mr.
Morris will receive an annual base salary of $285,000 for the
Company’s 2020 fiscal year, with a target annual cash
incentive opportunity equal to 125% of his annual base salary.
Prior to his appointment as Acting Chief Financial Officer, in
February 2020, Mr. Morris received an annual equity award of
restricted stock units (“RSUs”) and performance stock
units (“PSUs”) with grant date values of $187,500 and
$62,500, respectively. The number of RSUs and PSUs granted was
based upon the closing market price of the Company’s common
stock on the date of grant, February 6, 2020. The RSUs will vest in
one-third equal increments on the first, second and third
anniversary of the grant date, subject to Mr. Morris’s
continued employment with the Company. The PSUs are designed to
vest at the end of 2022, with a potential payout ranging from 0% to
150% of the target number of units, based on the Company’s
cumulative performance over the 2020-22 performance period. Both
the RSUs and the PSUs are subject to the same terms and conditions
applicable to RSUs and PSUs granted to other senior executives
under the Company’s existing long-term incentive program.
Finally, Mr. Morris will be eligible to receive a cash supplemental
bonus of $30,000 for each calendar month in which he serves any
part of that month as Acting Chief Financial Officer, with a
minimum aggregate bonus amount of $100,000.
The
foregoing summary of the RSU Agreement is qualified in its entirety
by reference to the full text of the agreement which is
incorporated by reference to
Exhibit 10.2 to the Company’s Form 10-Q filed on May 1,
2020. The foregoing summary of the PSU Agreement is qualified in
its entirety by reference to the full text of the agreement which
is incorporated by reference to
Exhibit 10.1 to the Company’s Form 10-Q filed on May 1,
2020.
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 5, 2020
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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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