Navient Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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FORM 8-K

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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 5, 2025

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Registrant’s telephone number, including area code (703) 810-3000

Not Applicable

(Former name or former address, if changed since last report)

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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):

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

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ITEM 5.07

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On June 5, 2025, Navient Corporation (the “Company”) held its 2025 Annual Meeting of Shareholders (the “Annual Meeting”). As of the close of business on April 7, 2025, the record date for the Annual Meeting, 101,150,217 shares of common stock, par value $.01 per share, were outstanding and entitled to vote. At the Annual Meeting, 94,643,582 shares, or approximately 93.57% 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:

		For		Against		Abstain		Broker Non-Votes
Frederick Arnold		82,265,455		2,219,878		27,352		7,130,897
Edward J. Bramson		86,639,105		847,561		26,019		7,130,897
Anna Escobedo Cabral		85,226,173		2,247,162		39,350		7,130,897
Larry A. Klane		84,880,405		2,608,623		23,657		7,130,897
Michael A. Lawson		86,034,726		1,457,568		20,391		7,130,897
Jane J. Thompson		82,280,802		3,192,559		39,324		7,130,897
David L. Yowan		86,393,044		1,096,322		23,319		7,130,897

For		Against		Abstain
93,271,762		1,278,064		93,756

For		Against		Abstain		Broker Non-Votes
70,352,947		16,899,256		260,482		7,130,897

	NAVIENT CORPORATION
	By:	/s/ Matthew Sheldon
		Name:	Matthew Sheldon
		Title:	Senior Vice President & General Counsel
Date: June 5, 2025