Navient Corporation filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
$NAVI
Investment Bankers/Brokers/Service
Finance
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): April 3, 2025
|
|
|
(Exact name of registrant as specified in its charter)
|
|
|
|
|
||
|
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
|
|
|
|
|
(Address of principal executive offices)
|
(Zip Code)
|
Registrant’s telephone number, including area code (703 )
810-3000
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
(see General Instruction A.2. below):
|
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))
|
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
|
|
|
|
|
|
|
|
|
|
|
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. ☐
|
ITEM 5.03.
|
AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
|
On April 3, 2025, the Board of Directors (the “Board”) of Navient Corporation (the “Company”) amended and restated the Company’s Bylaws, which Third
Amended and Restated Bylaws (the “Amended Bylaws”) became effective on April 3, 2025. The amendments implement guidelines regarding resignation of directors who fail to receive the required majority vote in an uncontested election. These
guidelines are set forth in new Section 2.2(b) of the Amended Bylaws. In addition to making some clarifying and conforming changes, the Amended Bylaws also provide that the Chair of the Nominations and Governance Committee may call a special
meeting of the Board under Section 2.11 of the Amended Bylaws.
The foregoing is only a summary and is qualified in its entirety by reference to the Amended Bylaws, which are filed as exhibit 3.1 to this Current
Report on Form 8-K and incorporated into this Item 5.03 by reference.
|
ITEM 9.01.
|
FINANCIAL STATEMENTS AND EXHIBITS.
|
(d) Exhibits
|
Exhibit
Number
|
Description
|
|
Third Amended and Restated Bylaws of Navient Corporation.
|
|
|
104
|
Inline XBRL for the cover page of this Current Report on Form 8-K.
|
SIGNATURE
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
|
|||
|
By:
|
/s/ Matthew Sheldon
|
||
|
Name:
|
Matthew Sheldon
|
||
|
Title:
|
Senior Vice President & General Counsel
|
||
|
Date: April 4, 2025
|
|||