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