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


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 5.03.
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