UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On December 14, 2023, Sherborne Investors Management LP and certain of its affiliates (collectively, “Sherborne”) and Navient Corporation (the “Company”) entered into an amendment (the “Amendment”) to the Nomination and Cooperation Agreement, dated April 14, 2022 (as amended, the “Agreement”). The Amendment extends the “Covered Period,” during which certain customary standstill provisions and other terms apply, at least through the earlier of (x) the closing of the Company’s 2024 annual meeting of stockholders and (y) 5:00 p.m. Eastern Time on June 30, 2024.
The Amendment deleted in its entirety Section 5(a) of the Agreement and replaced it with the following:
“(a) This Agreement is effective as of the date hereof and shall remain in full force and effect for the period (the “Covered Period”) commencing on the date hereof and ending on the date that is the earlier of (A) the later of the date that is (i) the earlier of (x) the closing of the 2024 annual meeting of stockholders of the Company and (y) 5:00 p.m. Eastern Time on June 30, 2024, and (ii) the date that is twenty (20) business days following the date the Sherborne Designee ceases to be a member of the Board; and (B) the election to terminate this Agreement by the non-breaching Party, upon a judicial determination that the Sherborne Group or the Company has materially breached any of the terms of this Agreement or the Confidentiality Agreement and has failed to cure any such breach within twenty (20) days of receipt of written notice of such determination.”
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 8.01. Other Events.
On December 8, 2023, Mr. Bramson was appointed as Vice Chairman of the Board of Directors of the Company.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number |
Description | |
| 10.1 | Amendment No. 1 to Nomination and Cooperation Agreement by and among Sherborne Investors Management LP, Newbury Investors LLC, Edward J. Bramson and Navient Corporation, dated December 14, 2023. | |
| 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/ Mark L. Heleen | |||
| Name: | Mark L. Heleen | |||
| Title: | Chief Legal Officer | |||
Date: December 15, 2023