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)
| 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 5.02 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:
| | | For | | Withhold | | Broker Non-Votes | | % of Votes Cast "For" |
| Frederick Arnold | | 196,974,898 | | 11,906,059 | | 11,483,955 | | 94.3% |
| Marjorie Bowen | | 204,755,861 | | 2,021,360 | | 13,587,691 | | 99.0% |
| Anna Escobedo Cabral | | 208,672,588 | | 208,369 | | 11,483,955 | | 99.9% |
| Larry Klane | | 206,511,906 | | 265,314 | | 13,587,692 | | 99.9% |
| Katherine A. Lehman | | 208,543,457 | | 337,500 | | 11,483,955 | | 99.8% |
| Linda A. Mills | | 208,547,959 | | 332,998 | | 11,483,955 | | 99.8% |
| John F. Remondi | | 208,641,404 | | 239,553 | | 11,483,955 | | 99.9% |
| Jane J. Thompson | | 204,799,831 | | 4,081,126 | | 11,483,955 | | 98.0% |
| Laura S. Unger | | 207,534,255 | | 1,346,702 | | 11,483,955 | | 99.4% |
| Barry L. Williams | | 208,555,673 | | 325,284 | | 11,483,955 | | 99.8% |
| David L. Yowan | | 208,671,125 | | 209,832 | | 11,483,955 | | 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, 2019, as follows:
| For | | Against | | Abstain | | Broker Non-Votes | | % of Votes Cast "For" |
| 219,170,194 | | 1,053,225 | | 141,493 | | 0 | | 99.4% |
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:
| For | | Against | | Abstain | | Broker Non-Votes | | % of Votes Cast "For" |
| 196,653,035 | | 12,077,656 | | 150,191 | | 11,484,030 | | 94.1% |
Proposal 4 – Approval of the Amended and Restated Navient Corporation Employee Stock Purchase Plan
| For | | Against | | Abstain | | Broker Non-Votes | | % of Votes Cast "For" |
| 208,473,339 | | 328,344 | | 79,200 | | 11,484,029 | | 99.8% |
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: June 10, 2019 | | By: | /s/ Mark L. Heleen | |
| | | | Mark L. Heleen | |
| | | | Chief Legal Officer | |
