ITEM 5.07 Submission of Matters to a Vote of Security Holders

On June 2, 2022, Navient held its 2022 Annual Meeting of Shareholders (the "Annual Meeting"). As of the close of business on April 14, 2022, the record date for the Annual Meeting, 147,890,491 shares of common stock, par value $.01 per share, were outstanding and entitled to vote. At the Annual Meeting, 137,455,32, shares, or approximately 92.9%, 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 10 directors to hold office until the 2023 Annual Meeting of Shareholders and until their successors have been duly elected or appointed:





                           For        Against     Abstain   Broker Non-Votes
Frederick Arnold       111,253,992   13,921,372   79,098       12,200,859
Edward J. Bramson      124,572,787    600,599     81,076       12,200,859
Anna Escobedo Cabral   111,696,564   13,484,526   73,372       12,200,859
Larry A. Klane         111,674,127   13,501,697   78,638       12,200,859
Michael A. Lawson      114,790,393   10,384,883   79,186       12,200,859
Linda A. Mills         111,562,990   13,631,228   60,244       12,200,859
John F. Remondi        111,696,596   13,495,326   62,540       12,200,859
Jane J. Thompson       111,336,860   13,845,206   72,396       12,200,859
Laura S. Unger         106,062,424   19,117,835   74,203       12,200,859
David L. Yowan         111,696,681   13,478,531   79,250       12,200,859

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, 2022, as follows:





    For        Against    Abstain
133,980,736   3,379,475   95,110

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 123,346,550 1,660,045 247,867 12,200,859

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