Attached files
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| EX-3.1 - ARTICLES OF INCORPORATION / BYLAWS - NAVIENT CORP | secondamendedandrestatedb.htm |
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): April 4,
2018
Navient Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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001-36228
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46-4054283
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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123 Justison Street, Wilmington, Delaware
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19801
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(Address of principal executive offices)
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(Zip Code)
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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).
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Emerging
growth company
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☐
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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 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR
BYLAWS; CHANGE IN FISCAL YEAR
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On
April 4, 2018, the Board of Directors (the “Board”) of
Navient Corporation (the “Company”) amended and
restated the Company’s Bylaws to implement “proxy
access.” The Second Amended and Restated Bylaws (the
“Amended Bylaws”) became effective on April 4,
2018.
The
proxy access provisions in the Amended Bylaws are set forth in
Article I Section 1.13. These provisions allow for an individual
eligible shareholder or group of up to twenty (20) eligible
shareholders to nominate and include in the Company’s proxy
materials candidates for election to the Board, as long as such
shareholder or the shareholder group, as applicable, continuously
owns 3% or more of the outstanding shares of the Company’s
common stock for at least three (3) years. The maximum number of
proxy access nominees permitted cannot be more than the greater of
two (2) or 20% of the Board (rounded down to the closest whole
number), provided that the shareholder(s) and the nominee(s)
satisfy the requirements further described in Section 1.13 of the
Amended Bylaws.
This process is subject to additional eligibility,
procedural and disclosure requirements set forth in the Amended
Bylaws, including the requirement that proxy access notice must be
delivered to the Company not less than one-hundred twenty (120)
days nor more than one-hundred fifty (150) days before the first
anniversary of the preceding year’s annual meeting for
regularly scheduled annual meetings. Further, Article I Section
1.13 adds certain requirements that all nominees for directors and
nominating shareholder(s) provide certain information,
representations and agreements to the Company in order to be
eligible for election.
The foregoing is only a summary of the proxy
access provisions of the Amended Bylaws and is qualified in its
entirety by reference to the Second Amended and Restated 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.
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(d) Exhibits
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Exhibit
Number
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Description
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3.1
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Second
Amended and Restated Bylaws of Navient Corporation
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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.
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NAVIENT CORPORATION
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Date:
April 9, 2018
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By:
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/s/
Mark L. Heleen
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Mark
L. Heleen
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Chief
Legal Officer
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