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 4, 2026
| 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 4, 2026, Navient Corporation (the “Company”) held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”). As of the close of business on April 6, 2026, the record date for the Annual Meeting, 93,989,417 shares of common stock, par value $.01 per share, were outstanding and entitled to vote. At the Annual Meeting, 87,236,916 shares, or approximately 92.81% 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 6 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 | 77,332,537 | 2,106,762 | 236,963 | 7,560,654 | |||||
| Edward J. Bramson | 77,892,680 | 1,539,840 | 243,742 | 7,560,654 | |||||
| Anna Escobedo Cabral | 77,596,632 | 1,843,978 | 235,652 | 7,560,654 | |||||
| Larry A. Klane | 74,867,296 | 4,571,774 | 237,192 | 7,560,654 | |||||
| Michael A. Lawson | 77,008,298 | 2,424,725 | 243,239 | 7,560,654 | |||||
| David L. Yowan | 78,173,784 | 1,266,180 | 236,298 | 7,560,654 |
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, 2026, as follows:
| For | Against | Abstain | ||
| 86,200,408 | 711,805 | 324,703 |
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 | |||
| 77,130,044 | 2,140,647 | 405,571 | 7,560,654 |
Proposal 4 – Advisory Vote on Say-on-Pay Frequency. The Company’s shareholders approved, by an advisory vote, the say-on-pay frequency, as follows
| One Year | Two Years | Three Years | Abstain | Broker Non-Votes | ||||
| 72,975,842 | 58,011 | 6,408,948 | 233,461 | 7,560,654 |
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, 2026