Attached files
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| EX-10.01 - DEFERRED COMPENSATION PLAN - NAVIENT CORP | navientdeferredcompensati.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): May 24,
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. ☐
ITEM
5.02
DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENT OF
CERTAIN OFFICERS
On May
24, 2018, the Board of Directors of Navient Corporation
(“Navient” or the “Company”) amended and
restated the Company’s Deferred Compensation Plan
(“Plan”) to eliminate Company contributions effective
January 1, 2019 and to make certain other clarifying changes. This
summary is qualified in its entirety by reference to the revised
Plan, a copy of which is attached hereto and incorporated as
Exhibit 10.01.
ITEM
5.07
SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 24, 2018, Navient held its 2018 Annual
Meeting of Shareholders (the “Annual Meeting”). As of
the close of business on March 26, 2018, the record date for
the Annual Meeting, 264,587,791 shares of common stock, par value
$.01 per share, were outstanding and entitled to vote. At the
Annual Meeting, 243,480,038 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:
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For
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Against
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Abstain
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Broker Non-Votes
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% of Votes Cast "For"
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Anna Escobedo Cabral
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226,819,813
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846,504
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128,658
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15,685,063
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99.57%
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William M. Diefenderfer, III
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226,844,153
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819,600
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131,222
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15,685,063
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99.58%
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Katherine A. Lehman
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226,823,491
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841,690
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129,794
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15,685,063
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99.57%
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Linda A. Mills
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225,554,183
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2,112,113
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128,679
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15,685,063
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99.02%
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John F. Remondi
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226,881,637
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787,044
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126,294
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15,685,063
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99.60%
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Jane J. Thompson
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203,076,086
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24,588,151
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130,738
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15,685,063
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89.15%
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Laura S. Unger
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226,542,498
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1,122,940
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129,537
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15,685,063
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99.45%
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Barry L. Williams
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226,701,667
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962,385
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130,923
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15,685,063
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99.52%
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David L. Yowan
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226,863,803
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799,178
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131,994
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15,685,063
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99.59%
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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, 2018, as
follows:
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For
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Against
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Abstain
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Broker Non-Votes
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% of Votes Cast "For"
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242,089,442
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1,154,820
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235,776
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15,685,063
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99.43%
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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:
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For
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Against
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Abstain
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Broker Non-Votes
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% of Votes Cast "For"
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221,980,476
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5,563,512
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250,987
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15,685,063
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97.45%
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Proposal 4 – Shareholder Proposal – Report on Student
Loan Risk Management
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For
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Against
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Abstain
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Broker Non-Votes
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% of Votes Cast "For"
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92,751,231
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123,985,851
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11,057,893
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15,685,063
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40.72%
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(d) Exhibits
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Exhibit
Number
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Description
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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:
May 30, 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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