ISDR Blueprint iXBRL Document
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 20, 2021
 

Navient Corporation
(Exact name of registrant as specified in its charter)
 
Delaware
001-36228
46-4054283
(State or other jurisdiction
(Commission
(I.R.S. Employer
of incorporation)
File Number)
Identification No.)
 
123 Justison Street, Wilmington, Delaware
19801
(Address of principal executive offices)
(Zip Code)
 
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:
 
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:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common stock, par value $.01 per share
NAVI
The Nasdaq Global Select Market
6% Senior Notes due December 15, 2043
JSM
The Nasdaq Global Select Market
 
 


 
ITEM 5.07

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
On May 20, 2021, Navient held its 2021 Annual Meeting of Shareholders (the “Annual Meeting”). As of the close of business on March 23, 2021, the record date for the Annual Meeting, shares of common stock, par value $.01 per share, 180,458,782 were outstanding and entitled to vote. At the Annual Meeting, 161,552,550 shares, or approximately 89.5%, 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 2022 Annual Meeting of Shareholders and until their successors have been duly elected or appointed:
 
 
 
For
 
Against
 
Abstain
 
Broker Non-Votes
 
% of Votes Cast "For"
Frederick Arnold
 
145,354,988
 
751,307
 
196,081
 
15,250,174
 
99.5%
Anna Escobedo Cabral
  
145,168,097
 
974,363
 
159,916
 
15,250,174
 
99.3%
Larry A. Klane
 
145,120,182
 
798,812
 
383,382
 
15,250,174
 
99.5%
Katherine A. Lehman
  
145,377,962
 
766,068
 
158,346
 
15,250,174
 
99.5%
Linda A. Mills
  
145,948,552
 
194,851
 
158,973
 
15,250,174
 
99.9%
John F. Remondi
  
145,906,985
 
281,659
 
113,732
 
15,250,174
 
99.8%
Jane J. Thompson
  
143,454,297
 
2,477,807
 
370,272
 
15,250,174
 
98.3%
Laura S. Unger
  
144,812,590
 
1,330,823
 
158,963
 
15,250,174
 
99.1%
David L. Yowan
 
145,947,083
 
175,842
 
179,451
 
15,250,174
 
99.9%
 
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, 2021, as follows: 
 
For
 
Against
 
Abstain
 
% of Votes Cast "For"
158,449,799
 
2,976,000
 
126,751
 
98%
 
Proposal 3 – Advisory Vote on Executive Compensation. The Company’s shareholders approved, by an advisory vote, the compensation of its named executive officers, as follows:
 
For
 
Against
 
Abstain
 
Broker Non-Votes
 
% of Votes Cast "For"
141,062,229
 
4,914,424
 
325,723
 
15,250,174
 
96.4%
 
 

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.
 
 
 
 
 
 
NAVIENT CORPORATION
 
 
 
 
Date: May 24, 2021
 
 
 
By:
 
/s/ Mark L. Heleen
 
 
 
 
Name:
 
Mark L. Heleen
 
 
 
 
Title:
 
Chief Legal Officer