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

    6/5/25 4:30:32 PM ET
    $NAVI
    Investment Bankers/Brokers/Service
    Finance
    Get the next $NAVI alert in real time by email
    false000159353800015935382025-06-052025-06-050001593538navi:PreferredStockPurchaseRightsMember2025-06-052025-06-050001593538us-gaap:CommonStockMember2025-06-052025-06-050001593538navi:SixSeniorNotesDueDecember152043Member2025-06-052025-06-05

    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 5, 2025



    Navient Corporation
    (Exact name of registrant as specified in its charter)



    Delaware

    001-36228

    46-4054283
    (State or other jurisdiction of incorporation)

    (Commission File Number)

    (IRS Employer Identification No.)

    13865 Sunrise Valley Drive, Herndon, Virginia

    20171
    (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
    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
    Preferred Stock Purchase Rights
    None
    The Nasdaq Global Select Market

    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 5.07
    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:

    Proposal 1 – Election of Directors. The Company’s shareholders elected the following 7 directors to hold office until the 2026 Annual Meeting of Shareholders and until their successors have been duly elected or appointed:

       
    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

    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, 2025, as follows:

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

    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
    70,352,947
     
    16,899,256
     
    260,482
     
    7,130,897

    ITEM  8.01 
    OTHER EVENTS

    On May 19, 2025, the Company completed the transition services agreement (TSA) with Coding Solutions Acquisition, Inc. (CorroHealth) for activities related to the sale of Xtend Healthcare, LLC. On May 31, 2025, the Company also completed the TSA with Higher Education Loan Authority of the State of Missouri (MOHELA).


    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: June 5, 2025





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