Item 5.07Item 5.07 - Submission of Matters to Vote
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
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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
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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
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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
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72,975,842 58,011 6,408,948 233,461 7,560,654