2019 Proxy Statement 1

Notice of 2019 Annual Meeting of Shareholders and Proxy Statement Thursday, June 6, 2019 at 8:00 a.m., Eastern Daylight Time Navient Corporation 123 Justison Street Wilmington, Delaware 19801 We are a leader in education loan management and business processing solutions for education, healthcare, and government clients at the federal, state, and local levels. OUR VISION OUR VALUES We aspire to lead every market we serve, Our values reﬂect who we are and where we’re providing solutions that anticipate and solve going. By living them daily, we stay on course our customers’ unique and complex needs. toward our goals for ourselves, our customers, our communities, and our shareholders. OUR MISSION We strive to be the best. We enhance the ﬁnancial success of By relentlessly pursuing the right solutions, our customers by delivering innovative we deliver on our promises to each other and those we serve. solutions and insights with compassion and personalized service. We’re stronger together. We succeed because we’re inclusive and authentic, and we know good ideas can come from anywhere and anyone. We earn the trust of our customers and colleagues. We hold each other accountable and act with integrity. We innovate always and everywhere. We empower each other to think diferently, develop ourselves, and grow our company. 123 Justison Street WiLmington, DeLaware 19801 ApriL 29, 2019 Dear Fellow Shareholders: We invite you to attend the 2019 Annual Meeting of Shareholders of Navient Corporation on Thursday, June 6, 2019. The meeting will be held at our headquarters, located at 123 Justison Street, Wilmington Delaware, 19801, beginning at 8:00 a.m., Eastern Time. We will consider the matters described in this proxy statement. We will also review significant developments since last year’s annual meeting of shareholders. The proxy statement contains important information and you should read it carefully. Your vote is particularly important at this year’s 2019 Annual Meeting of Shareholders (the “Annual Meeting”). As has been reported in the press, on February 15, 2019, Canyon Capital Advisors LLC and certain of its affiliates (together, “Canyon”), along with its partner, Platinum Equity Advisors, LLC (“Platinum”), made an unsolicited, low-premium, non-binding and highly conditional expression of interest to acquire all of the outstanding shares of the Company in exchange for $12.50 per share in cash. After careful review and consideration, conducted in consultation with financial and legal advisors, our Board of Directors unanimously determined that Canyon’s and Platinum’s unsolicited expression of interest substantially undervalued the Company and was not in the best interests of the Company nor its shareholders. As a result, on February 18, 2019, the Board of Directors rejected Canyon’s and Platinum’s expression of interest. Following the Board of Directors’ rejection of Canyon’s and Platinum’s expression of interest, Canyon withdrew its expression of interest and announced that it intended to nominate a slate of four nominees to stand for election as directors at the Annual Meeting in opposition to the nominees recommended by our Board of Directors. You may receive a proxy statement, Gold proxy card and other solicitation materials from Canyon. Since Canyon has the option to choose which of our shareholders will receive their proxy solicitation materials, you may or may not receive them. The Company is not responsible for the accuracy of any information provided by, or relating to, Canyon or its nominees contained in any proxy solicitation materials filed or disseminated by, or on behalf of, Canyon or any other statements that Canyon may otherwise make. Our Board of Directors does NOT endorse any of Canyon’s nominees and recommends that you vote “FOR” the election of each of the 10 nominees proposed by the Board of Directors on your WHITE proxy card. The Board of Directors urges you NOT to sign or return any Gold proxy card sent to you by Canyon. If you have previously submitted a Gold proxy card sent to you by Canyon, you can revoke that proxy and vote for our Board of Directors’ nominees and on the other matters to be voted on at the Annual Meeting by signing, dating and mailing the enclosed WHITE proxy card in the envelope provided. Only your latest validly submitted proxy will be counted. We encourage you to read the accompanying proxy statement carefully and to use the enclosed WHITE proxy card to vote for the Board of Directors’ nominees, and in accordance with the Board of Directors’ recommendations on the other proposals, as soon as possible. You may vote your shares by signing and dating the enclosed WHITE proxy card and returning it in the postage-paid envelope provided, whether or not you plan to attend the Annual Meeting in person. For your convenience, you may also vote your shares via the Internet or by a toll-free telephone number by following the instructions on the enclosed WHITE proxy card. Please see the notice that follows for more information. If your shares are held in street name through a broker, bank, trustee or other nominee, you are considered the beneficial owner of those shares. As the beneficial owner, you have the right to direct your broker, bank, trustee or other nominee how to vote your shares. Without your voting instructions, because of the contested nature of the proposals, to the extent your broker, bank, trustee or other nominee provides you with Canyon’s proxy materials, your broker, bank, trustee or other nominee may not vote your shares with respect to the election of directors (Proposal 1) or on any of the other proposals on the agenda for the Annual Meeting. Even if your broker, bank, trustee or other nominee does not provide you with Canyon’s proxy materials, without your voting instructions, your broker, bank, trustee or other nominee may only vote your shares on proposals considered to be routine matters. The only routine matter being considered at the meeting is Proposal 2 (relating to the ratification of the independent registered public accounting firm). Proposals 1, 3 and 4 are considered non-routine matters. For non-routine matters, your shares will not be voted without your specific voting instructions. We encourage you to instruct your broker, bank, trustee or other nominee to vote your shares by fiLLing out and returning the enclosed WHITE Proxy card. YOUR VOTE IS EXTREMELY IMPORTANT THIS YEAR IN LIGHT OF THE PROXY CONTEST BEING CONDUCTED BY CANYON. Holders of shares as of the close of business on April 8, 2019, the record date for voting at the Annual Meeting, are urged to submit a WHITE proxy card, even if your shares were sold after such date. Thank you for your continued support. If you have any questions, please contact MacKenzie Partners, Inc. (“MacKenzie”), our proxy solicitor assisting us in connection with the Annual Meeting. Shareholders may call toll-free at 800-322-2885 or collect at 212-929-5500. Shareholders may also contact MacKenzie via email at [email protected]. Sincerely, John (Jack) F. Remondi William M. Diefenderfer, Ill President and Chief Executive Officer Chairman of the Board of Directors 123 Justison Street WiLmington, DeLaware 19801 ApriL 29, 2019 NOTICE OF 2019 ANNUAL MEETING OF SHAREHOLDERS OF NAVIENT CORPORATION To Our SharehoLders: Navient Corporation (“Navient” or the “Company”) will hold its 2019 Annual Meeting of Shareholders (the “Annual Meeting”) as follows: Date: Thursday, June 6, 2019 Time: 8:00 a.m., Eastern Daylight Time Place: Navient Corporation 123 Justison Street Wilmington, Delaware 19801 Items of Business: (1) Elect the 10 nominees named in the proxy statement and on the enclosed WHITE proxy card to serve as directors for one-year terms or until their successors have been duly elected and qualified; (2) Ratify the appointment of KPMG LLP as Navient’s independent registered public accounting firm for 2019; (3) Approve, in a non-binding advisory vote, the compensation paid to Navient’s named executive officers; (4) Approve the Amended and Restated Navient Corporation Employee Stock Purchase Plan; (5) Act on such other business as may properly come before the Annual Meeting or any adjournment or postponement of the meeting. Record Date: You may vote if you were a shareholder of record as of the close of business on April 8, 2019. Please note that Canyon has stated its intention to nominate four nominees for election as directors at the Annual Meeting. You may receive solicitation materials from Canyon seeking your proxy to vote for its nominees. The Company is not responsible for the accuracy of any information provided by, or relating to, Canyon or its nominees contained in any proxy solicitation materials filed or disseminated by, or on behalf of, Canyon or any other statements that Canyon may otherwise make. Canyon chooses which of the Company’s shareholders will receive Canyon’s proxy solicitation materials. Therefore, you may or may not receive those materials depending on what Canyon decides. The Board of Directors recommends a vote “FOR” the eLection of each of the Board of Directors’ nominees on the enclosed WHITE Proxy card and urges you NOT to sign or return or vote any GoLd proxy card sent to you by Canyon. If you have already voted using a Gold proxy card sent to you by Canyon, you can REVOKE it by signing and dating the enclosed WHITE proxy card and returning it in the postage-paid envelope provided or by voting via the internet or by telephone by following the instructions provided on the enclosed WHITE proxy card. Only your last-dated proxy will count, and any proxy may be revoked at any time prior to its exercise at the Annual Meeting as described in the accompanying proxy statement.

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