NAVIENT CORP 8-K

What Happened Navient Corporation held its 2026 Annual Meeting of Shareholders on June 4, 2026 (record date April 6, 2026). Of 93,989,417 outstanding shares, 87,236,916 (≈92.81%) were represented. Shareholders elected six directors, ratified KPMG LLP as the independent auditor, approved the advisory vote on executive compensation, and voted on the frequency of future say-on-pay votes.

Key Details

• Shares and turnout: 93,989,417 shares outstanding (record date April 6, 2026); 87,236,916 shares represented at the meeting (≈92.81%).
• Board elections: Six directors elected to hold office until the 2026 annual meeting — Frederick Arnold; Edward J. Bramson; Anna Escobedo Cabral; Larry A. Klane; Michael A. Lawson; David L. Yowan. For example, David L. Yowan received 78,173,784 votes for and Larry A. Klane received 74,867,296 votes for (broker non-votes: 7,560,654 for each director vote).
• Auditor ratification: Shareholders ratified KPMG LLP as Navient’s independent registered public accounting firm for 2026 — For: 86,200,408; Against: 711,805; Abstain: 324,703.
• Executive compensation and frequency: Advisory “say-on-pay” approved — For: 77,130,044; Against: 2,140,647; Abstain: 405,571 (7,560,654 broker non-votes). Say-on-pay frequency: One year preferred — One Year: 72,975,842; Two Years: 58,011; Three Years: 6,408,948; Abstain: 233,461 (7,560,654 broker non-votes).

Why It Matters These votes confirm Navient’s board composition and governance choices for the coming year and show shareholder support for the company’s auditor and executive pay practices. The strong vote for an annual say-on-pay (one year) means shareholders will have an advisory vote on executive compensation each year. Broker non-votes (about 7.56 million) indicate a portion of shares held by brokers that did not vote on non-routine matters, which can affect the margin of some outcomes but did not prevent the listed proposals from passing.