NAVIENT CORP. 2023-2024 Proxy Voting Records

Description as filed by funds: Elect the 8 nominees named in the proxy statement to serve as directors for one-year terms or until their successors have been duly elected and qualified: Frederick Arnold

NAVIENT CORP.’s own tally for this item (“Elect Director: Frederick Arnold”): 95,969,913 for, 1,459,015 against, per its Form 8-K filed May 24, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The Company's shareholders elected the following 8 directors to hold office until the 2025 Annual Meeting of Shareholders and until their successors have been duly elected or appointed:”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of NAVIENT CORP.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “ELECT DIRECTOR FREDERICK ARNOLD” (2 managers, 78,557 for).

The 83 asset managers below reported 42,776,127 for, 146 against, 6,040 abstained, 2,029 unknown.

Showing the 25 largest of 83 asset managers. See all 83 in the interactive database.

Description as filed by funds: Elect the 8 nominees named in the proxy statement to serve as directors for one-year terms or until their successors have been duly elected and qualified: Edward J. Bramson

NAVIENT CORP.’s own tally for this item (“Elect Director: Edward J. Bramson”): 95,871,877 for, 1,487,067 against, per its Form 8-K filed May 24, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The Company's shareholders elected the following 8 directors to hold office until the 2025 Annual Meeting of Shareholders and until their successors have been duly elected or appointed:”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of NAVIENT CORP.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “ELECT DIRECTOR EDWARD J. BRAMSON” (2 managers, 78,557 for).

The 83 asset managers below reported 42,776,127 for, 146 against, 6,040 abstained, 2,029 unknown.

Showing the 25 largest of 83 asset managers. See all 83 in the interactive database.

Description as filed by funds: Elect the 8 nominees named in the proxy statement to serve as directors for one-year terms or until their successors have been duly elected and qualified: Anna Escobedo Cabral

NAVIENT CORP.’s own tally for this item (“Elect Director: Anna Escobedo Cabral”): 95,207,474 for, 2,209,888 against, per its Form 8-K filed May 24, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The Company's shareholders elected the following 8 directors to hold office until the 2025 Annual Meeting of Shareholders and until their successors have been duly elected or appointed:”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of NAVIENT CORP.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “ELECT DIRECTOR ANNA ESCOBEDO CABRAL” (2 managers, 78,557 for).

The 83 asset managers below reported 41,936,262 for, 840,010 against, 6,040 abstained, 2,029 unknown.

Showing the 25 largest of 83 asset managers. See all 83 in the interactive database.

Description as filed by funds: Elect the 8 nominees named in the proxy statement to serve as directors for one-year terms or until their successors have been duly elected and qualified: Larry A. Klane

NAVIENT CORP.’s own tally for this item (“Elect Director: Larry A. Klane”): 95,777,334 for, 1,639,310 against, per its Form 8-K filed May 24, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The Company's shareholders elected the following 8 directors to hold office until the 2025 Annual Meeting of Shareholders and until their successors have been duly elected or appointed:”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of NAVIENT CORP.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “ELECT DIRECTOR LARRY A. KLANE” (2 managers, 78,557 for).

The 83 asset managers below reported 42,386,416 for, 389,857 against, 6,040 abstained, 2,029 unknown.

Showing the 25 largest of 83 asset managers. See all 83 in the interactive database.

Description as filed by funds: Elect the 8 nominees named in the proxy statement to serve as directors for one-year terms or until their successors have been duly elected and qualified: Michael A. Lawson

NAVIENT CORP.’s own tally for this item (“Elect Director: Michael A. Lawson”): 96,026,402 for, 1,388,539 against, per its Form 8-K filed May 24, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The Company's shareholders elected the following 8 directors to hold office until the 2025 Annual Meeting of Shareholders and until their successors have been duly elected or appointed:”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of NAVIENT CORP.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “ELECT DIRECTOR MICHAEL A. LAWSON” (2 managers, 78,557 for).

The 83 asset managers below reported 42,386,416 for, 389,857 against, 6,040 abstained, 2,029 unknown.

Showing the 25 largest of 83 asset managers. See all 83 in the interactive database.

Description as filed by funds: Elect the 8 nominees named in the proxy statement to serve as directors for one-year terms or until their successors have been duly elected and qualified: Linda A. Mills

NAVIENT CORP.’s own tally for this item (“Elect Director: Linda A. Mills”): 95,858,067 for, 1,566,990 against, per its Form 8-K filed May 24, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The Company's shareholders elected the following 8 directors to hold office until the 2025 Annual Meeting of Shareholders and until their successors have been duly elected or appointed:”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of NAVIENT CORP.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “ELECT DIRECTOR LINDA A. MILLS” (2 managers, 78,557 for).

The 83 asset managers below reported 42,767,802 for, 8,471 against, 6,040 abstained, 2,029 unknown.

Showing the 25 largest of 83 asset managers. See all 83 in the interactive database.

Description as filed by funds: Elect the 8 nominees named in the proxy statement to serve as directors for one-year terms or until their successors have been duly elected and qualified: Jane J. Thompson

NAVIENT CORP.’s own tally for this item (“Elect Director: Jane J. Thompson”): 94,626,610 for, 2,789,337 against, per its Form 8-K filed May 24, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The Company's shareholders elected the following 8 directors to hold office until the 2025 Annual Meeting of Shareholders and until their successors have been duly elected or appointed:”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of NAVIENT CORP.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “ELECT DIRECTOR JANE J. THOMPSON” (2 managers, 78,557 for).

The 83 asset managers below reported 41,936,262 for, 840,010 against, 6,040 abstained, 2,029 unknown.

Showing the 25 largest of 83 asset managers. See all 83 in the interactive database.

Description as filed by funds: Elect the 8 nominees named in the proxy statement to serve as directors for one-year terms or until their successors have been duly elected and qualified: David L. Yowan

NAVIENT CORP.’s own tally for this item (“Elect Director: David L. Yowan”): 95,897,820 for, 1,523,580 against, per its Form 8-K filed May 24, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The Company's shareholders elected the following 8 directors to hold office until the 2025 Annual Meeting of Shareholders and until their successors have been duly elected or appointed:”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of NAVIENT CORP.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “ELECT DIRECTOR DAVID L. YOWAN” (2 managers, 78,557 for).

The 83 asset managers below reported 42,776,127 for, 146 against, 6,040 abstained, 2,029 unknown.

Showing the 25 largest of 83 asset managers. See all 83 in the interactive database.

Description as filed by funds: Approve the Navient Corporation 2024 Omnibus Incentive Plan to replace the expiring 2014 Omnibus Incentive Plan; and

NAVIENT CORP.’s own tally for this item (“4. Approval of Navient Corporation 2024 Omnibus Incentive Plan to Replace the Expiring 2014 Omnibus Incentive Plan”): 92,373,952 for, 5,046,501 against — passed, per its Form 8-K filed May 24, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The Company's shareholders approved the Company's 2024 Omnibus Incentive Plan to replace the expiring 2014 Omnibus Incentive Plan, as follows:”
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of NAVIENT CORP.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “APPROVE OMNIBUS STOCK PLAN” (2 managers, 78,557 for).

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 82 managers: 40,665,514 for, 2,116,723 against, 2,029 unknown. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 3 managers: 993,960 for, 1,700 abstained.

Description as filed by funds: Approve, in a non-binding advisory vote, the compensation paid to Navient-named executive officers

NAVIENT CORP.’s own tally for this item (“3. Advisory Vote on Executive Compensation”): 95,824,042 for, 1,557,673 against — passed, per its Form 8-K filed May 24, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The Company's shareholders approved, by an advisory vote, the compensation of its named executive officers, as follows:”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 83 managers: 42,465,043 for, 389,711 against, 6,040 abstained, 2,029 unknown. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 231 managers: 61,309,997 for, 2,413,809 against, 67,563 abstained, 26 not voted. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: Ratify the appointment of KPMG LLP as Navient's independent registered public accounting firm for 2024;

NAVIENT CORP.’s own tally for this item (“2. Ratification of the Appointment of KPMG LLP”): 102,176,095 for, 3,040,637 against — passed, per its Form 8-K filed May 24, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “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, 2024, as follows:”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 83 asset managers below reported 42,029,469 for, 746,803 against, 6,040 abstained, 2,029 unknown.

Showing the 25 largest of 83 asset managers. See all 83 in the interactive database.