Navient Corporation (NAVI)
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AGM 2020

May 20, 2020

Speaker 1

Good morning, ladies and gentlemen. I'm Linda Mills and I serve as the Chair of the Board of Directors of Navient Corporation. I'm pleased to welcome our shareholders to the meeting's annual meeting. Thank you for joining us today. This year we're hosting our first all virtual meeting.

Conducting our meeting virtually allows us to protect our shareholders and staff from COVID-nineteen risk as well as enabling us to reach a greater number of our shareholders. We've heard many of the individual stories from our borrowers, employees, clients, and you, our shareholders, who have been impacted by this pandemic. This virtual format ensures everyone's health and welfare, allowing our employees to continue to serve our borrowers, clients, shareholders and their communities. Next, Jack Ramadi, our CEO and President, will make some remarks and then we'll conduct the business portion of our meeting, including answering questions at the end of the meeting. I therefore turn the proceedings over to Jack.

Speaker 2

Thank you, Linda. And I want to add my welcome to all of you for joining us today. This is certainly an extraordinary time. Our hearts go out to all of the people and families across our nation and around the world who have experienced loss and challenge due to the pandemic. As this crisis evolved, we took early and decisive action to protect the health and safety of our teammates.

We expanded our work from home capabilities and implemented best practices in safety and hygiene to protect those who needed to come to the office. As a result, we were able to quickly and successfully move 90% of our team to a work from home status. I'm also happy to share that this transformation is working very well. We've also focused on meeting the needs of our customers and clients. Our team rose to this challenge, not only meeting the normal workflow, but rapidly implementing and deploying COVID relief information and options across all of our businesses.

In my call listening, it is clear that the programs we have implemented are providing important relief to our customers, some of whom are on the front lines. We've also responded to the needs of those impacted by the ongoing COVID-nineteen crisis by deploying hundreds of teammates to assist states in processing the surge in unemployment claims they are receiving. In just a few days' time, we were able to respond to incoming calls and provide much needed support. It's a great example of how Team Navient is repurposing our skills to help during this crisis. As we prepared our team and our businesses for the rapidly changing environment, we also thought about how we could help support our community.

Our prior business continuity planning process had included stockpiling supply of N95 masks. Clearly, these masks met a higher need with the frontline responders in our communities. So we donated our stockpile of nearly 10,000 masks to local hospitals and others to help protect those who are treating the sick. Our Navient Foundation is also supporting local organizations as they serve expanded needs during the crisis. The COVID-nineteen crisis has created unprecedented challenges across all aspects of our lives.

Our company entered this crisis from a position of substantial financial and operational strength. And as a result, we are keeping we've been able to keep our team healthy, meet the needs of our customers and clients, and keep everyone on our team gainfully employed. I am inspired by the resilience, commitment and compassion of my colleagues and thankful for their health and safety. I'll now turn the call over back over to you, Linda.

Speaker 1

Thanks, Jack. This meeting is officially called to order. First, I'd like to take this opportunity to remind shareholders and their proxies in the audience of the rules of conduct for this meeting, which have been posted on the web portal along with the meeting agenda. I plan to conduct the meeting according to the agenda and I ask that you follow the rules of conduct. Please be reminded that all shareholders and their proxy holders must register through the web portal.

Second, this meeting is being webcast via the internet. A webcast playback will be available @www.virtualshareholdermeeting.com twenty four hours after the completion of the meeting. Any other recording of this meeting is strictly prohibited. Third, the meeting will follow the agenda provided on the meeting portal. Last, therefore only shareholders of record or their proxy holders may ask questions at this meeting.

Yet those questions must pertain to the agenda items for the meeting. The views and comments of all shareholders are welcome. Thank you for your cooperation with these rules. We have a brief agenda for today's meeting. First, we'll conduct the formal portion of the meeting and hear the voting results for the items put to shareholders for a vote.

At this time, I'd like to introduce our management team and Board members. Joining from our executive management team are Jack Ramondi, President and Chief Executive Officer and Mark Helene, Executive Vice President, Chief Legal Officer and Secretary. Mr. Kevin Chao is in attendance today and he will be acting as our independent Inspector of Elections. Mr.

Chao, can you confirm that you have taken the oath to act as the Inspector of Elections for today's meeting?

Speaker 2

Yes, Madam Chair, I have.

Speaker 1

Thank you. I will now introduce remaining members of the executive management team and our Investor Relations Officer, each of whom are attending today's meeting virtually. Steve Haber, Chief Risk and Compliance Officer Tim Hines, Consumer Lending John Kane, Business Processing Chris Loan, Chief Financial Officer Jennifer Walker, Chief Audit Officer and Joe Fisher, Investor Relations. Next, I will introduce the nominees for election to the Board. Each nominee named in our proxy statement and standing for election to the Board is participating today.

They are Jack Ramondi, Fred Arnold, Anna Escobivo Cabral, Larry Klain, Catherine Lehman, Jane Thompson, Laura Unger, Dave Yeoman and myself. Also joining us today are Rob Finn and Chris Zeminski of KPMG LLP, the company's independent registered public accounting firm for 2020. They will be available during the question and answer session to respond to appropriate questions. Now let's get to the business portion of the meeting. Mr.

Helene, as Corporate Secretary, would you report on sending the notice of the meeting to the shareholders and the number of the shareholders considered present at this meeting?

Speaker 3

Thank you, Madam Chair. The Board of Directors set 03/23/2020 as the record date for this annual meeting, and all shareholders of record on that date are entitled to vote. We have a list of those shareholders available for inspection upon request. The list is posted on the meeting portal once shareholders have registered. The company prepared its proxy statement, which explained the items to be voted on at this meeting and mailed its notice and proxy statement, including this information, on or about 04/09/2020, to all shareholders holding shares of the company's common stock as of the record date.

In addition, at least a majority of the shares of the company's issued and outstanding common stock entitled to vote is represented in person or by proxy at today's meeting.

Speaker 1

On the basis of the Corporate Secretary's report, I recognize the presence of a quorum for this meeting. There are four proposals for shareholders' consideration. The first proposal is the election to the Board of Directors of the nominees identified in the proxy statement. The company did not receive any other nominations. The second proposal is the ratification of the appointment of KPMG LLP as the company's independent registered public accounting firm for 2020.

The third proposal is a nonbinding advisory vote to approve named executive officer compensation. And the fourth proposal is a nonbinding proposal to determine the frequency of our nonbinding vote to approve the compensation of our named executive officers. We have placed four proposals before the shareholders for their vote. Most of you have already voted by mail, telephone or over the internet. If you have not already voted and wish to do so now or if you wish to change your vote, you may do so now by clicking on the voting button on the web portal and following the instructions there.

Shareholders who have sent in proxies or voted via telephone or internet and do not want to change their vote, do not need to take any further action. The floor is now open for questions from shareholders attending the meeting concerning the proposals. Questions or comments are limited only to the matters being voted upon. You may submit a question by entering it in the space provided in the meeting portal.

Speaker 3

There are any Madam other Chair, we have one question that has been submitted. And the question is, the Carpenter Union Pension Fund have a collective ownership position of 316,540 shares of the company's common stock. As long term investors, we commend the company's prompt actions to address employee health and safety issues in response to the COVID-nineteen pandemic. During the first quarter, the company spent approximately $442,000,000 on share repurchases. There is a considerable remaining share repurchase authorization.

In today's turbulent market, where liquidity is very important, what factors will the Board or management consider in deciding to initiate additional share repurchases during the remainder of the year? Thank you. Jack, do you want to address that?

Speaker 2

Sure. As we said in our first quarter earnings call, we had conducted the majority of our share repurchase activity in that first quarter and did not expect, to complete any further share repurchases, in light of the current, economic environment. We did not suspend our program, but we were simply pausing at this point in time and, would announce any changes to that, at a subsequent date.

Speaker 3

Madam Chair, we have no other questions at this time.

Speaker 1

If there are any other questions on these proposals, you may submit them through the meeting portal at this time. Please note we will answer as many questions which are in compliance with the meeting rules as time allows. As there are no questions and no other votes to collect, I declare the polls closed. Mr. Helene, would you present the preliminary report of the voting results?

Speaker 3

Madam Chair, the Inspector of Elections has delivered to me his report. Any ballots properly voted prior to the closing of the polls but not included in this preliminary report will be reflected in my final report. We will report the final vote results in a Form eight ks, which will be filed with the SEC within four business days. For the election of each of the nine individuals whose names appear on the ballot as director, all the nominees receive more votes cast for than against his or her election to the board. Accordingly, each individual has been elected as a director.

For the proposal to ratify the appointment of KPMG LLP to serve as the company's independent registered public accounting firm for 2020, A majority of the shares of common stock represented at the meeting and entitled to vote on the proposal voted for the proposal. Accordingly, this proposal has been approved by the required number of votes. For the nonbinding proposal to approve named executive compensation, a majority of the shares of common stock represented at the meeting and entitled to vote on the proposal voted for the proposal. Accordingly, this proposal has been approved by the required number of votes. For the nonbinding proposal to determine the frequency of future nonbinding votes to approve named executive officer compensation, a plurality of the shares of common stock represented at the meeting and entitled to vote on the proposal voted for a one year frequency.

Speaker 1

Thank you, Mr. Helene. And on behalf of the Board, thanks to our shareholders for electing us to serve them for another year. This concludes Naviance Corporation's twenty twenty Annual Meeting of Shareholders. Thank you for attending the meeting.

Be well, stay safe, and we look forward to seeing you in person next year. Thank you.

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