UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the registrant x                                Filed by a party other than the registrant  ¨

Check the appropriate box:

Navient Corporation

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of filing fee (check the appropriate box):

 

Notice of 2016 Annual Meeting of Shareholders and Proxy Statement

Thursday, May 26, 2016 at 11:00 a.m., Eastern Daylight TimeOUR VISION   Navient Corporationwill be the leader in every market we serve, delivering expertise and solutions that anticipate and solve our customers’ unique and complex needs. 123 Justison Street Wilmington, DelawareOUR MISSION Our mission is to ensure financial success for our clients and their customers through innovative solutions, insights, compassion, and personalized service. Our unwavering integrity and compliance-focused mindset guide us on the path to market leadership.

OUR VALUES CUSTOMER-CENTRICITY Putting customers first in all we do. LEADERSHIP Always striving to be the best at what we do. INTEGRITY Our transparent, responsible approach is a source of pride. PROACTIVITY Action-oriented and driven to get things done for our customers. STABILITY Reliable, trustworthy, and compliance-focused. INNOVATION Always thinking of new and better ways to add value.

123 Justison Street

Wilmington, Delaware 19801

April 15, 201613, 2017

Dear Fellow Shareholders:

On behalf of the entire Board of Directors of Navient Corporation, we are pleased to invite you to our 2017 Annual Meeting. The attached Notice of 2017 Annual Meeting of Shareholders and Proxy Statement provides information and the agenda for the meeting.

Ongoing Evolution of a Skilled and Diverse Board

We believe our nominees for the Board possess the breadth of experience and range of relevant skills to provide effective oversight of the Company’s strategies, risks and performance. The Board has also been a leader in corporate governance. For example, each member of Navient’s Board of Directors, other than the CEO, is an independent director, and the Board is also led by an independent chairperson. In two weeks,addition, again in 2016, over half of our independent directors are women—more than any other financial services company in the S&P 500.

Importantly, the Board continues to evolve, adding new skills and talent aligned with Navient’s business and growth strategy. While one of our long-standing and most dedicated leaders, Dr. Barry Munitz, a director since 1997, will retire from the Board effective as of the Annual Meeting, we will celebrate our second anniversary as a separate loan management, servicing and asset recovery company. We value the trust and confidence you have placed in us, and we look forward toplanned for this event by continuing to retain that trustrecruit and confidence.add highly qualified new directors, as evidenced most recently by the addition of David Yowan. In the last three years, the Board’s focus on board composition and succession planning has led to the addition of seven new highly qualified directors.

The Board takes seriously its responsibility to sustain its leadership. With our age and tenure limits, one director is scheduled to retire in 2018 and two directors are scheduled to retire in 2020. Our Board will continue its focus on ensuring we have the skillsets necessary to effectively lead the Company in the coming years.

On behalf of the Board and our shareholders, we thank Barry for his years of dedicated service and leadership.

Navient’s Management and Board are Focused on Building for the Future and Generating Value for our Shareholders

In 2015,2016, we executed on our commitment to generate value for shareholders. Highlights from the year include:

Loan Management and Servicing

Navient is the largest servicer of student loans, serving over 12 million customers with $300 billion in outstanding balances. We bring over 40 years of experience, allowing us to help our customers better manage their student loan obligations. In fact, despite the public dialogue and media stories to the contrary, student loan delinquency rates for our portfolio are the lowest they have been in over a decade.

At Navient, we use our experience and expertise to help our customers navigate the complex federal student loan program. The results are outstanding. Navient customers are more likely to find the right payment plan that leads to success. Our customers default at a 38 percent lower rate than all other student loan borrowers, are less likely to be severely delinquent, and are more likely to enroll in an alternative income-based repayment plan.¹ These are industry-leading statistics. Our performance is a source of tremendous pride to our 7,000-plus team members.

We are able to deliver this industry-leading performance by using our expertise and data to better identify customers who need extra support, reach out in ways that result in higher rates of contact, and present repayment options that fit their budget. We have responded to the incredible and growing program complexity by creating teams of specialists and the means to direct customers to the appropriate team. We have also used our expertise and data to develop an award-winning financial literacy webinar series for our customers.

Servicers play an important role in helping borrowers successfully repay their loans. The fact is that the overwhelming majority of borrowers have manageable debt and are successfully repaying it. Delinquencies in the overall Direct Student Loan program have declined 22 percent since 2013.

Despite this positive trend, servicers have been criticized—oftenLooking forward, while not ignoring the legal proceedings in which the Company is involved, we are working diligently to capture the many opportunities we see to create value for the debt levelsour customers and struggles of student loan borrowers. Yet, servicers do not set the cost a school charges, nor do we set the amounts students can borrow, the interest rates charged or the repayment terms offered. We begin to provide service to the customer after the loan is made and the funds have been spent. With a federal financial aid program this large and broad, there are many who struggle to keep up with their payments or who disengage given that their education and career outcomes were not as expected. That is the situation we should be trying to prevent and where federal policy discussions should be focused.

Public Advocacy

Navient has been a strong public voice with recommendations to improve the federal student loan program. Our top recommendations include:our shareholders.

Student loans are a critical resource for those pursuing higher education and provide the means to pursue dreams to millions of students each year. Lost in the national conversation is the fact that this program works as intended for the vast majority of students and families. The federal student loan program and federal policies do an excellent job of providingaccess to higher education. There are currently 40 percent more students enrolled in higher education than in 2000, and more than 63 million Americans over the age of 25 hold a bachelor’s degree. Today, the federal student loan program has become a popular political topic. This should not be a partisan topic. Students, families and taxpayers (all of whom ultimately bear the cost of the program) would all benefit from a bipartisan approach based on data and facts that help lower the cost of higher education, create broad access, and most importantly, create stronger paths to graduation.

Asset Recovery and Business Processing

Looking beyond student loans, Navient also has a rapidly growing business in asset recovery and business processing. We are applying the expertise, systems and compliance skills we have developed in student loans to the municipal and healthcare markets. A growing list of clients are benefiting from higher performance, lower cost, and strong compliance controls we bring each and every day. These business lines generated $118 million in revenue in 2015. We expect this to grow by approximately $100 million in 2016.

Capital Profile

As a board and management team, we are focused on delivering value to all of our stakeholders. For shareholders, this means awell-defined, disciplined approach to investing the capital you have entrusted us to manage. To create the highest, sustainable return, we maintain a strong capital profile that supports our business in all economic environments. Today, our capital position is very strong. Our free cash flow, debt coverage ratios and equity ratios are all at very strong levels—levels far above thoselevels. Importantly, we maintained when our debt was rated “A.” We maintained these levels while reducing our outstanding unsecured debt by $2.3$1.4 billion and returning $1.2$1 billion to shareholders through dividends and share repurchaserepurchases in 2015.

Our capital profile demonstrates our commitment to our clients, our bondholders, ABS investors and shareholders, and that we are built for the long-term.

Disciplined Risk Management

2015 represented a year of executing on our long-term strategy. This included operating independently for the first full year since our strategic separation, integrating new leadership, acquiring two new companies that extend our reach, and building new processes and governance that properly balance risk and investment returns. We have a

Our business plan that is governed by risk guidelines to ensure our portfolios and businesses are managed to produce appropriate, risk-adjusted returns. Our risk management discipline ensures we are mindful of various market challenges, including risks related to credit, interest rates, credit spreads and foreign exchange ratesliquidity to name a few, to help ensure that each of our businesses will perform well through various market cycles. Our philosophy guidesand values guide us to act incontinually enhance how we support the best interestssuccess of our borrowers, customers, and clients, while producing attractive long- term returns for all of our stakeholders.

Building for the Future

Setting the strategic course for Navient involves a high level of engagement between management and our Board. Our entire Board acts as a strategy committee and meets regularly to discuss the priorities of our Company, taking into consideration economic, consumer and other significant trends, as well as changes in our businesses. Our directors take this responsibility seriously. In fact, every regularly scheduled board meeting held in 2015 began with an executive session with our President and CEO to discuss strategic topics. We also regularly discuss and review feedback from our shareholders customers and other stakeholders.

Ongoing Evolution of

Business Processing Solutions

Our Business Processing Solutions work applies the expertise, systems and compliance skills we have developed in student loans to the state, municipal and healthcare markets. Our clients benefit from the higher performance, lower cost, and strong compliance controls we deliver every day. Our non-education related fee businesses generated $174 million in revenue in 2016, a Skilled77% increase from 2015. We expect this revenue growth to continue in 2017.

Asset Management and Diverse BoardServicing

Each member of Navient’s Board of Directors, other than the CEO, is an independent director. The Board is also led by an independent chairman. In addition, over half of these independent Directors are women—

Navient services loans for more than any other financial services company on12 million customers with $300 billion in outstanding balances. We bring over 40 years of experience, allowing us to help the S&P 500. borrowers we service successfully manage their student loans.

At Navient, we use our experience and expertise to assist our customers navigating the complex federal student loan program by helping them understand their many options so they can choose the solution that best fits their needs. The results are outstanding.

Our leadership on boardroom gender parity has been recognized by the New York Stock Exchange, Women’s Forumfederal student loan customers default at a rate that is significantly lower than their peers and are less likely to be severely delinquent. Loans we service are more likely than comparable servicers to be enrolled in income-driven repayment plans. Our performance is a source of New York, and 2020 Women on Boards.tremendous pride to our nearly 7,000-plus team members.

We believedeliver this industry-leading performance by using our nomineesexpertise and sophisticated data analytics to better identify customers who need extra support, reach out in ways that result in higher rates of contact, and present repayment options they can select to fit their budget. We have responded to the incredible and increasing program complexity by creating teams of specialists and the means to direct customers to the appropriate team. We have also used our expertise and data to develop an award-winning financial literacy video series for our customers.

Servicers play an important role in helping borrowers successfully repay their loans. And, the Board possess the breadthoverwhelming majority of experienceborrowers are successfully repaying their student loans. Delinquency and range of relevant skills to provide effective oversight of the Company’s strategies and performance. Importantly, the Board continues to evolve. In addition to welcoming six new directorsdefault rates in the Direct Student Loan program have declined 18% and 27% respectively in the past two years. Nationally, fewer borrowers defaulted last two years, oneyear despite a 10% increase in the number of borrowers in repayment.

Legal Challenges and Public Advocacy

Despite these positive trends, servicers have been criticized or, in our case, sued by federal regulators and state attorneys general. Let us be perfectly clear: the allegations made do not correspond with the facts and the exceptional results we deliver for consumers.

The lawsuits and related public commentary ignores our clear, positive track record of performance helping borrowers. In fact, if all servicers met the same default prevention performance we deliver, 300,000 fewer defaults would occur each year. Statements that Navient does not inform borrowers of their array of repayment options are simply false, and the data shows that Navient excels at providing this kind of borrower support. In fact:

From our front-line position servicing over 10 million federal student loan accounts, we witness first-hand what works and what does not. We believe we should share our insight and expertise to help policymakers improve the federal loan programs to make it easier for borrowers to succeed. Among the topics we have advocated for are:

Dedicated Team

Our results would not be possible without the commitment and hard work of our long-standing and most dedicated leaders, Stephen Shapiro, a director since 1997, will retire from the Board effective as of the Annual Meeting. We thank Steve for his yearsteam of dedicated service.Navient employees. We have plannedare deeply appreciative of their drive to continuously deliver extraordinary service—the driver for this event, and thus do not intend to nominate a replacement candidate. We anticipate thatcreating value for all our Board will continue to refresh itself in the coming years.stakeholders.

The Board’s keen focus on board composition and succession planning has led to the addition of six outstanding new directors since the beginning of 2014: Linda Mills, Jane Thompson, John Adams, Anna Escobedo Cabral, Katherine Lehman and Laura Unger. Each of these directors has brought new perspectives, deepened or added to our skill sets, and refreshed the Board for the future. This focus will bear even more fruit in 2016 and beyond when, if reelected, our Audit, Compensation and Personnel, and Finance and Operations Committees will be led by three of these new directors.

Shareholder Meeting

I am pleased to invite you to attend our 2016

Our 2017 Annual Meeting of Shareholders will take place on Thursday, May 26, 2016,25, 2017, at 11:8:00 a.m., Eastern Daylight Time. The Annual Meeting will be held at Navient’s headquarters located at 123 Justison Street, Wilmington, Delaware.

Attached to this letter are a Notice of 20162017 Annual Meeting of Shareholders and our Proxy Statement, which describe the business to be conducted at the Annual Meeting. We encourage you to read this report carefully and to vote your shares. There are several ways in which you can vote, your shares, including online, by telephone, or by mail. SpecificPlease vote at your earliest convenience by following the instructions about each of these voting methods can be found beginning on page 7 ofincluded in the Proxy Statement.

Your vote is important. Whether you own a few shares or many, it is important that you are represented. Please vote at your earliest convenience by following the instructions

Today, as with every day since our creation as an independent company three years ago, Navient strives to lead in the Notice of Internet Availability of Proxy Materials or the proxy card you received in the mail.

every market we serve. Our vision is to deliver expertise and solutions that anticipate and solve our customers’ unique and complex needs. We are dedicated to retaining our stakeholders’ trust and confidence. Thank you for your continued investment in Navient. We look forward to seeing you at the Annual Meeting.

Sincerely,

John F. Remondi		William M. Diefenderfer, III
President and Chief Executive Officer		William M. Diefenderfer, III Chairman of the Board of Directors

To learn more about these and other awards as well as other ways 

we participate in our communities, please visitwww.navient.com/about/who-we-are

123 Justison Street

Wilmington, Delaware 19801

April 15, 2016

NOTICE OF 20162017 ANNUAL MEETING OF SHAREHOLDERS OF

NAVIENT CORPORATION

To Our Shareholders:

Navient Corporation (“Navient” or the “Company”) will hold its 20162017 Annual Meeting of Shareholders (the “Annual Meeting”) as follows:

11:

Time:

8:00 a.m., Eastern Daylight Time

Items of Business:

Record Date:

You may vote if you were a shareholder of record as of the close of business on March 30, 2017.

Record Date:

You may vote if you were a shareholder of record as of the close of business on March 30, 2016.

Your participation in the Annual Meeting is important. You can vote in person or by telephone, Internet or, if you request that proxy materials be mailed to you, by completing and signing the proxy card enclosed with those materials and returning it in the envelope provided. If you wish to attend the meeting in person, you must bring evidence of your ownership as of March 30, 2016,2017, or a valid proxy showing that you are representing a shareholder who owned shares as of that date.

Thank you for your interest in Navient.

By Order of the Board of Directors,

	By Order of the Board of Directors,
	Mark L. Heleen Secretary

Mark L. Heleen

Secretary

Our shareholder letter and this Proxy Statement contain forward-looking statements, within the meaning of the Federal securities laws, about our business and prospects. These forward-looking statements are subject to risks and uncertainties and are based on the beliefs and assumptions of our management based on information currently available. Use of words such as “believes,” “expects,” “anticipates,” “intends,” “plans,” “should,” “may,” “could,” “likely” or similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these words. Our future results may differ materially from our past results and from those projected in the forward-looking statements due to various uncertainties and risks, including, but not limited to, those described in Item 1A of Part I (Risk Factors) of our Annual Report on Form 10-K for 2015. We disclaim any obligation to update any forward-looking statements contained herein after the date of this Proxy Statement.

Table of Contents

Proxy Summary

This summary is intended to provideas an overview of the items that you will findinformation found elsewhere in this proxy statement. Because this is only a summary, you should read the entire proxy statement for more information about these topics before voting.

Annual Meeting of Shareholders

Meeting Agenda Voting Matters

This year, there are threefour Company-sponsored proposals and one shareholder proposal on the agenda.

Election of a director nominee pursuant to Proposal 1 will require the vote of a majority of the votes cast with respect to that director nominee’s election, meaning that the number of votes cast for such director nominee’s election must exceed the number of votes cast against that nominee’s election (with abstentions and broker non-votes not counted as votes cast either for or against the nominee’s election). Approval of Proposals 2, 3 and 4 at the Annual Meeting will require an affirmative vote of at least a majority of the votes present, represented and entitled to be voted on the matter, and voting affirmatively or negatively.

2017 Proxy Statement			1

Board and Governance Practices

We believe our corporate governance policies reflect best practices.

In addition to executive compensation practices that strongly link pay and performance, Navient’s Code of Business Conduct and Board of Directors governance policies help to ensure that we meet high standards of ethical behavior, corporate governance and business conduct. The following chart highlights key Board information and governance practices.

practices in place on December 31, 2016.

For more information about our governance programs and our Board of Directors, see Proposal 1 beginning on page 12.

2017 Proxy Statement			2

Board of Directors Composition

The composition of our Board reflects a breadth and variety of skills, business experiences and backgrounds.
The composition of our Board reflects the great wealth of experience and skills of our directors. The following table highlights each director’s specific skills, knowledge and experiences that he or she brings to the Board. A particular director may possess additional skills, knowledge or experience even though they are not indicated below.

Our Board is diverse in terms of gender, age, tenure, and gender.tenure. In fact, we were recently cited by a leading provider of board intelligence solutions as the board with the highest percentage of women directors among S&P 500 companies. Following our 2017 Annual Meeting, if each of the Board nominees is elected, our board will be comprised of 55% women directors. The average age of our directors is currently 62.5 years old. The following charts also reflect the tenuregender and genderage diversity of our directors.directors on the date of the 2017 Annual Meeting, as well as the tenure distribution. Our tenure distribution largely reflects the addition of seven new directors since 2014.

2017 Proxy Statement

3

Our Director Nominees

2017 Proxy Statement

4

General Information

Navient Corporation (“Navient,” the “Company,” “we,” “our” or “us”) is furnishing this proxy statement to solicit proxies on behalf of the Board of Directors (the “Board of Directors” or “Board”) for use at our 20162017 Annual Meeting of Shareholders (the “Annual Meeting”). A copy of the Notice of 20162017 Annual Meeting of Shareholders accompanies this proxy statement. This proxy statement is being sent or made available, as applicable, to our shareholders beginning on or about April 15, 2016.

On April 30, 2014, the separation of Navient from SLM Corporation (the “Spin-Off”) was completed. The separation was effected through the distribution by SLM Corporation (“SLM”), on a one-to-one basis, of all the shares of common stock of Navient to the holders of shares of SLM common stock as of the close of business on April 22, 2014, the record date for the distribution. As a result of the distribution, Navient became an independent, publicly-traded company that operates the loan management, servicing and asset recovery business previously operated by SLM. Navient is comprised primarily of portfolios of education loans formerly held by SLM that were not held in Sallie Mae Bank at the time of the separation, as well as servicing and asset recovery activities on those loans and loans held by third parties. In connection with the Spin-Off, Navient entered into several agreements with SLM and its affiliates that governed the Spin-off and the relationship of the parties following the Spin-off. For a discussion of these agreements, refer to “Certain Relationships and Related Transactions.”

2017 Proxy Statement			5

Questions and Answers about the Annual Meeting and Voting

Who may vote?

Only shareholders who owned shares of Navient’s voting common stock,Common Stock, par value $0.01 per share (“Common Stock”), at the close of business on March 30, 2016,2017, the record date for the Annual Meeting, are entitled to notice of, and to vote at, the Annual Meeting. Navient’s Common Stock is listed on the NASDAQ Global SelectNasdaq Stock Market (“NASDAQ”Nasdaq”) under the symbol “NAVI.” On March 30, 2016, 330,821,4082017, 285,155,356 shares of Common Stock were outstanding and eligible to be voted. Each share of Common Stock is entitled to one vote with respect to each matter on which holders of Common Stock are entitled to vote.

Why did I receive a “Notice Regarding the Availability of Proxy Materials”?

Navient is furnishingfurnishes proxy materials to its shareholders primarily via the Internet, instead of mailing printed copies of those materials to each shareholder. By doing so, Navient saveswe save money and reduces itsreduce our environmental impact. On or about April 15, 2016,14, 2017, Navient mailedwill mail a Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”) to certain of the Company’s shareholders. The Notice of Internet Availability contains instructions on how to access Navient’s proxy materials and vote online or vote by telephone. If you would like to receive a paper copy of Navient’s proxy materials, please follow the instructions included in the Notice of Internet Availability. The Notice of Internet Availability also contains a 15-digit control number that you will need to vote your shares. If you previously chose to receive Navient’s proxy materials electronically, you will continue to receive access to these materials via an e-mail that will provideprovides electronic links to these documents unless you elect otherwise.

How do I request paper copies of the proxy materials?

You may request paper copies of the proxy materials for the Annual Meeting by following the instructions included on your Notice of Internet Availability or listed atwww.proxyvote.com, by telephoning 1-800-579-1639, or by sending an e-mail tosendmaterial@proxyvote.com.

What is the difference between holding shares as a beneficial owner in street name and as a shareholder of record?

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, 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 Annual 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. Accordingly, Navient encouragesWe encourage you to vote your shares.

If your shares are registered directly in your name with Navient’s transfer agent, Computershare, you are considered to be a shareholder of record with respect to those shares. As a shareholder of record, you have the right to grant your voting proxy directly to Navient or to a third party, or to vote in person at the Annual Meeting.

2017 Proxy Statement

6

How do I vote?

Navient encourages shareholders to vote in advance of the Annual Meeting, even if you plan to attend the Annual Meeting. You may vote in one of the following ways:

Vote in advance of the meeting
			By Internet You may vote electronically via the InternetVote your shares atwww.proxyvote.com. Votes submitted via the Internet must be received by 11:59 p.m., Eastern Daylight Time, on May 25, 2016.24, 2017. Please have your Notice of Internet Availability or proxy card available when you log on.
	Vote in person at the meeting
	By Mail If you hold your shares in street name through a broker, bank, trustee or other nominee, to vote by mail you must request paper copies of the proxy materials. Once you receive your paper copies, you will need to complete, sign and date the voting instruction form and return it in the prepaid return envelope provided. Your voting instruction form must be received no later than the close of business on May 25, 2016.							By Telephone If you wish to vote by telephone, you may call the toll-free telephone number on your Notice of Internet Availability or your proxy card, which is available 24-hours a day, and follow the pre-recorded instructions. Please have your Notice of Internet Availability or proxy card available when you call. If you hold your shares in street name, your broker, bank, trustee or other nominee may provide you additional instructions regarding voting your shares by telephone. Votes submitted telephonically must be received by 11:59 p.m., Eastern Daylight Time, on May 25, 2016.
		In Person If you hold shares directly in your name as a shareholder of record, you may either vote in person or be represented by another person at the Annual Meeting by executing a legal proxy designating that person as your proxy to vote your shares. If you hold your shares in street name, you must obtain a legal proxy from your broker, bank, trustee or other nominee and present it to the inspector of elections with your ballot to be able to vote at the Annual Meeting. To request a legal proxy, please follow the instructions atwww.proxyvote.com.

			7
	Call the toll-free number (1-800-579-1639).You may call this toll-free telephone number, which is available 24-hours a day, and follow the pre-recorded instructions. Please have your Notice of Internet Availability or proxy card available when you call. If you hold your shares in street name, your broker, bank, trustee or other nominee may provide you additional instructions regarding voting your shares by telephone. Votes submitted telephonically must be received by 11:59 p.m., Eastern Daylight Time, on May 24, 2017.
	If you hold your shares in street name through a broker, bank, trustee or other nominee and want to vote by mail, you must request paper copies of the proxy materials. Once you receive your paper copies, you will need to complete, sign and date the voting instruction form and return it in the prepaid return envelope provided. Your voting instruction form must be received no later than the close of business on May 24, 2017.

What if I hold my shares in street name and I do not provide my broker, bank, trustee or other nominee with instructions about how to vote my shares?

You may instruct your broker, bank, trustee or other nominee on how to vote your shares using any of the methods described above. If you do not provide votingthem with instructions on how to the firm that holdsvote your shares prior to the Annual Meeting, the firm has discretionthey will have discretionary authority to vote your shares only with respect to routine matters. Only Proposal 2 on the proxy card (relating to the ratification of the independent registered public accounting firm), which is considered to be a routine matter. However,matter, and the firm will not have discretion to vote your shares with respect to Proposals 1, 3 or 4 on the proxy card, as these are each considered to be non-routine matters.4. If you do not give your instructions on how to vote your shares on Proposals 1, 3 or 4, your shares cannot be voted on those proposals, and your shares will then be referred to as “broker non-votes.” Broker non-votes arenon-votes” and will not be counted in determining whether either ProposalsProposal 1, 3 or 4 is approved because they are not included in the number of shares present and entitled to vote. You are encouraged toapproved. Please participate in the election of directors and vote on all of the proposals by returning your voting instructions to your broker, bank, trustee or other nominee.

2017 Proxy Statement

7

How do I vote shares of Common Stock held in my 401(k) Plan?

If you participate in the Navient 401(k) Savings Plan, you may vote the number of shares equivalent to your interest in the plan’s company stock fund, if any, as credited to your account on the record date. You will need to instruct the 401(k) Plan Trustee by telephone, internet or by mail on how to vote your shares. Voting instructions must be received no later than 5:00 p.m. (Eastern, Eastern Daylight Time)Time, on May 25, 2016.24, 2017. If you own shares through the Navient 401(k) Savings Plan and do not provide voting instructions with respect to your plan shares, the Trustee will vote your plan shares on each proposal in the same proportion as other plan shares are being voted.

How do proxies work?

Navient’s Board of Directors is requesting your proxy. Giving your proxy means that you authorize the persons named as proxies therein to vote your shares at the Annual Meeting in the manner you specify in your proxy (or to exercise their discretion as described herein). If you hold your shares as a record holder and sign and return a proxy card but do not specify how to vote on a proposal, the persons named as proxies will vote your shares in accordance with the Board of Directors’ recommendations. The Board of Directors has recommended that shareholders vote:

Giving your proxy also means that you authorize the persons named as proxies to vote on any other matter properly presented at the Annual Meeting in suchthe manner as they determine.determine is appropriate. Navient does not know of any other matters to be presented at the Annual Meeting as of the date of this proxy statement.

Can I change my vote?

Yes. If you hold your shares as a record holder, you may revoke your proxy or change your vote at any time prior to the final tallying of votes by:

If your shares are held in street name, you need to contact your broker, bank, trustee or nominee for instructions on how to revoke or change your voting instructions.

What constitutes a quorum?

A quorum of shareholders is necessary to transact business at the Annual Meeting. A quorum exists ifwill exist when the holders of a majority of Common Stock entitled to vote are present in person or represented by proxy, including proxies on which abstentions (withholding authority to vote) are indicated. Abstentions and broker non-votes will be counted in determining whether a quorum exists.

2017 Proxy Statement

8

What vote is necessary to approve each matter to be voted on at the Annual Meeting?

Election of Directors

Navient’s Bylaws (the “Bylaws”) generally provide that the election ofThe following table provides a director nominee will be by a majoritysummary of the votes present, represented and entitled to vote, and voting affirmatively or negatively with respect to the nominee at a meetingcriteria for the election of directors at which a quorum is present. Accordingly, a director nominee will be elected toBoard’s voting recommendations for the Board of Directors if the number of shares voted“FOR” the nominee exceeds the number of votes cast“AGAINST” the nominee’s election, without regard to abstentions or broker non-votes.

Shares that are not voted affirmatively or negatively in the election of directors, including abstentions and broker non-votes, have no direct effect in the election of directors, but are taken into account to establish a quorum.

If any director nominee fails to receive a majority of the votes cast“FOR” his or her election, that nominee will automatically tender his or her resignation upon certification of the election results. Navient’s Nominations and Governance Committee will make a recommendation to the Board of Directors on whether to accept or reject such nominee’s resignation. The Board of Directors will actmatters on the recommendation ofagenda for the Nominations and Governance Committee and publicly disclose its decision and the rationale behind it within 90 days from the date of certification of the election results.2017 Annual Meeting:

Other Proposals

Approval of Proposals 2, 3 and 4 at the Annual Meeting will require an affirmative vote of at least a majority of the votes present, represented and entitled to be voted on the matter, and voting affirmatively or negatively. Shares that are not voted affirmatively or negatively on a matter, including abstentions and broker non-votes, have no direct effect on the matter.

Who will count the vote?

Votes will be tabulated by an independent inspector of elections.

Who can attend the Annual Meeting?

Only shareholders as of the record date, March 30, 2016,2017, or their duly appointed proxies, may attend. No guests will be allowed to attend the Annual Meeting.

2017 Proxy Statement

9

What do I need to do to attend the Annual Meeting and when should I arrive?

The Annual Meeting will be held at the Navient’s headquarters located at 123 Justison Street, Wilmington, Delaware 19801 beginning at 11:8:00 a.m. (Eastern, Eastern Daylight Time).Time. Admission to the Annual Meeting will begin at 10:approximately 7:30 a.m., Eastern Daylight Time.

In order to be admitted to the Annual Meeting, you should:

Any holder of a proxy from a shareholder must present a properly executed legal proxy and a copy of the proof of ownership.

If you do not provide photo identification and comply with the other procedures outlined above for attending the Annual Meeting in person, you will not be admitted to the Annual Meeting.

	2017 Proxy Statement
			10

Overview of Proposals

This proxy statement contains four proposals requiring shareholder action, each of which is discussed in more detail below.

2017 Proxy Statement

11

Proposal 1 — Election of Directors

Under theNavient’s Bylaws (the “Bylaws”), the Board of Directors has the authority to determine the size of the Board of Directors and to fill any vacancies that may arise prior to the next annual shareholder meeting. Although the Board has the authority to change the size at any time, currently the Board has determined that the maximum number of directors shall not exceed 13.

On April 4, 2016,2017, the Nominations and Governance Committee recommended and the Board of Directors nominated the following directors for election at the Annual Meeting:

John K. Adams, Jr.

Ann Torre Bates

Anna Escobedo Cabral

William M. Diefenderfer, III

Diane Suitt Gilleland

Katherine A. Lehman

Linda A. Mills

Barry A. Munitz

John (Jack) F. Remondi

Jane J. Thompson

Laura S. Unger

Barry L. Williams
David L. Yowan

Biographical information and qualifications and experience with respect tofor each nominee appears beginning on the next page.

In addition to fulfilling the general criteria for director nominees described in the section titled “Nominations Process,” each nominee possesses experience, skills, attributes and other qualifications that the Board of Directors has determined support its oversight and management of Navient’s business, operations and structure. These qualifications are discussed beginning on the next page along with biographical information regarding each member of the Board of Directors, including each individual’s age, principal occupation and business experience during the past five years. Information concerning each director is based in part on information received from him or her and in part from Navient’s records.

All nominees listed above have consented to being named in this proxy statement and to serve if elected. Should any nominee subsequently decline or be unable to accept such nomination to serve as a director, an event that the Board of Directors does not now expect, the Board of Directors may designate a substitute nominee or the persons voting the shares represented by proxies solicited hereby may vote suchthose shares for a reduced number of nominees. If the Board of Directors designates a substitute nominee, persons named as proxies will vote“FOR” that substitute nominee.

The

Navient’s Bylaws generally provide that the election of a director nominee will be by a majority of the votes present, represented and entitled to vote,cast and voting affirmatively or negatively with respect to athe nominee at a meeting for the election of directors at which a quorum is present. Accordingly, a director nominee will be elected to the Board of Directors if the number of shares voted“FOR” the nominee exceeds the number of votes cast“AGAINST” the nominee’s election, without regard to sharesabstentions or broker non-votes. Shares that are not voted affirmatively or negatively in the election of directors, including abstentions and broker non-votes.

If any director nominee fails to receive a majority of the votes cast“FOR” in an uncontested election, that nominee has agreed to automatically tender his or her resignation upon certification of the election results. If such an event were to occur, Navient’s Nominations and Governance Committee will make a recommendation to the Board of Directors on whether to accept or reject such nominee’s resignation. The Board of Directors will act on the recommendation of the Nominations and Governance Committee and publicly disclose its decision and the rationale behind it within 90 days from the date of certification of the election results.

2017 Proxy Statement			12

NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

2017 Proxy Statement

13

2017 Proxy Statement

14

2017 Proxy Statement

15

2017 Proxy Statement

16

2017 Proxy Statement

17

Board Recommendation

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES NAMED ABOVE.

2017 Proxy Statement			20	18

Corporate Governance

Role and Responsibilities of the Board of Directors

The Board of Directors believes strong corporate governance is critical to achieving Navient’s performance goals and to maintaining the trust and confidence of investors, employees, regulatory agencies and other stakeholders.

The primary responsibilities of the Board of Directors are to:

Board Governance Guidelines

The Board of Directors’ Governance Guidelines (the “Guidelines”) are reviewed, each yearat least annually, by the Nominations and Governance Committee. The Guidelines are published atwww.navient.com under “Investors, Corporate Governance” and a written copy may be obtained by contacting the Corporate Secretary atcorporatesecretary@navient.com. The Guidelines, along with Navient’s Bylaws, embody the following governance practices, among others:

•2017 Proxy Statement

19

The Board is preparing for anticipated director retirements that will result from a combination of the Board’s tenure and age limits. As part of this process, the Nominations and Governance Committee, at the direction of the Board, has conducted an assessment of director skillsets in light of the Company’s present and future businesses. The Board anticipates additional individuals will be recruited as directors in order to supplement the skills of our directors and to have the Board’s performance and experience be fully matrixed across all known and anticipated needs.

Board Leadership Structure

The Board of Directors has separated the roles of Chairman of the Board of Directors and Chief Executive Officer, and the Board of Directors continues to believe that this structure properly balances the Board’s management and governance responsibilities. The Board of Directors also believes that its leadership structure has created an environment of open, efficient communication between the Board of Directors and management, enabling the Board of Directors to maintain an active, informed role in risk management oversight by being able to monitor and manage those matters that may present significant risks to Navient.

While it is the opinion of the Board of Directors that its leadership structure is appropriately balanced between promoting Navient’s strategic development with the Board’s management oversight function, as the Board contemplates both CEO succession and Chairman of the Board succession, it may choose to change this separation at any time.

Director IndependenceManagement Succession Planning

We have succession plans and talent management processes in place for our Chief Executive Officer and for our team of senior executives. Our senior management succession planning process is an organization-wide practice designed to proactively identify, develop and retain the leadership talent that is critical for future business success.

The succession plan for our Chief Executive Officer is reviewed regularly by the Compensation and Personnel Committee and the other independent directors. The plan identifies a “readiness” level and ranking for each internal candidate and also incorporates the flexibility to define an external hire as a succession option. Formal succession planning for the rest of our senior leaders is also a regular process, which includes identifying a rank and readiness level for each potential internal candidate and strategically planning for external hires for positions where, for example, gaps, if any, are identified.

In 2016, our Board re-examined emergency CEO and senior management succession planning in extraordinary circumstances. Our emergency CEO succession planning is intended to enable our company to respond to unexpected position vacancies, including those resulting from a major catastrophe, by continuing our company’s safe and sound operation and minimizing potential disruption or loss of continuity to our company’s business and operations.

2017 Proxy Statement

20

Director Independence

For a director to be considered independent, the Board of Directors must determine that the director does not have any direct or indirect material relationship with Navient (or, until May 1, 2017,2016, with SLM)SLM Corporation). The Board of Directors has adopted the Guidelines, which include the standards for determining director independence which conform to the independence requirements of the NASDAQNasdaq listing standards. The Guidelines are published atwww.navient.com under “Investors, Corporate Governance” and a written copy may be obtained by contacting the Corporate Secretary atcorporatesecretary@navient.com.

At the end of 2015,2016, the Board of Directors was comprised of 1311 members, 1210 of whom were affirmatively determined to be independent. David L. Yowan was appointed to the Board on March 30, 2017 to fill a vacancy created by the resignation or retirement of certain directors. The independent members of the Board of Directors at the end of fiscal 2016 were: John K. Adams Jr.; Ann Torre Bates; Anna Escobedo Cabral; William M. Diefenderfer, III; Diane Suitt Gilleland; Katherine A. Lehman; Linda A. Mills; Barry A. Munitz; Steven L. Shapiro; Jane J. Thompson;

Laura S. Unger; and Barry L. Williams. During 2015,2016, the Board of Directors determined that each of these individuals met the NASDAQNasdaq listing standards and Navient’s own director independence standards. In addition, the Board of Directors considered transactions and relationships between each director and any member of his or her immediate family on one hand, and Navient, SLM and their respective affiliates on the other, to confirm that there were no transactions andor relationships that would vitiateimpair such director’s independence. Only Mr. Remondi was determined not to be independent under the Guidelines or the NASDAQNasdaq listing standards. Upon the appointment of Mr. Yowan to the Board in March of 2017, the Board of Directors determined that he also was independent in accordance with all applicable independence standards.

Each member of the Board of Directors’ Audit, Compensation and Personnel, and Nominations and Governance Committees is independent within the meaning of the NASDAQNasdaq listing standards, Exchange Act Rule 10A-3 and Navient’s own director independence standards.

Board of Directors Meetings and Attendance at Annual Meeting

The full Board of Directors met teneight times in 2015.2016. Each of our directors attended at least 8775 percent of the total number of meetings of the Board of Directors and committees during his or her tenure on that committee. Our directors on average attended 96 percent of all meetings of the Board of Directors and committees in 2015. All2016. Other than Mr. Williams, all of our directors attended the Company’s 20152016 annual meeting of shareholders, and theyshareholders. All of our directors are expected to attend the 20162017 Annual Meeting.

Committee Membership

The Board of Directors has established the following committees to assist in its oversight responsibilities: an Audit Committee, a Compensation and Personnel Committee, a Nominations and Governance Committee, a Finance and Operations Committee, and an Executive Committee. Each committee is governed by a Board-approved written charter, which is evaluated annually and which sets forth the respective committee’s functions and responsibilities. Membership of each of the committees is also changed as part of a regular rotation. Investors may find the current membership of the committees athttp://www.navient.com/about/investors/corp_governance/.

For 2015,2016, an 18-month work-plan was created from the charters of the Audit, Compensation and Personnel, Nominations and Governance, and Finance and Operations Committees so that the responsibilities of each committee would be addressed at appropriate times throughout the year. These work-plans will be reviewed and revised as appropriate in 2016.2017. Agendas for committee meetings are developed based on each committee’s work-plan together with other current matters the Board chair, the committee chair or management believes should be addressed at the meeting. The chair of each committee provides regular reports to the Board of Directors regarding the subject of the committee’s meetings and any committee actions.

The following table sets forth the membership and number of meetings held for each committee of the Board of Directors during 2015.2016. This table reflects the membership of each committee as of December 31, 2016.¹ Mr. Yowan joined the Board

¹Steven L. Shapiro served as a member of the Board, Compensation and Personnel Committee and the Nominations and Governance Committee during 2016 until his retirement from the Board in May 2016. Ann Torre Bates was a member of the Board and Chair of the Audit Committee until May 25, 2016, at which time she became Chair of the Nominations and Governance Committee. She continued to serve on the Audit Committee until her resignation from the Board on August 16, 2016.

2017 Proxy Statement

21

in March 2017 and is a member of the Audit Committee and the Finance and Operations Committee. It is the practice of the Board to hold its regular committee meetings in conjunction with the regular meetings of the Board. Given the Audit Committee’s responsibilities relating to our financial statements and financial reporting, it is expected that the Audit Committee will meet more often than the most often.other committees.

Chair = Committee Chair

X = Committee Member

This table reflects the membership of each committee

The Chair of the Nominations and Governance Committee, Mr. Munitz, is not standing for re-election to the Board and will be retiring effective May 25, 2017. The Board has determined that, effective May 24, 2017, Ms. Unger will be the Chair of the Nominations and Governance Committee and Ms. Escobedo Cabral will be the Chair of the Audit Committee, respectively, in May 2016. Committee.

This Chairchair succession is part of a deliberate succession and rotation plan begun by the Board of Directors in 2015. The Board reserves the right to assess each committee’s needs and the skills, expertise and other qualifications when naming a new Chair,chair, and may name another director as the Chairchair of that Committee.committee.

Audit Committee

The Audit Committee washas been established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934 (the “Exchange Act”). During 2015,2016, the Audit Committee, as set forth in its charter, assisted the Board of Directors in fulfilling its responsibilities by providing oversight relating to: (1) the integrity of Navient’s financial statements; (2) the Company’s system of internal controls; (3) the qualifications, performance and independence of Navient’s independent registered accounting firm; (4) the performance of the Company’s internal audit function; (5) risks related to Navient’s compliance, legal and regulatory matters; and (6) the review of related party transactions. In addition, the Audit Committee prepares the report of the Audit Committee for Navient’s annual proxy statement, as required by the SEC. The Board of Directors has determined that two members of the Audit Committee — Ms. Bates, who serves as the Audit Committee Chair,Committee—Mr. Yowan and Mr. Adams — Adams—are qualified as audit committee financial experts, as

that term is defined under the rules promulgated by the SEC. During 2015,2016, none of the Audit Committee members served on the audit committee of more than three public companies.

2017 Proxy Statement

22

Compensation and Personnel Committee

Pursuant to the provisions of its charter, which can be found on our website in full, the primary responsibilities of the Compensation and Personnel Committee (also referred to herein as the “Compensation Committee”) during 20152016 were to: (1) approve or recommend, as appropriate, compensation, benefits and employment arrangements for Navient’s Chief Executive Officer and certain other executive officers who report to the CEO (collectively “Executive Management”), and independent members of the Board of Directors; (2) review and approve benefit plans, compensation plans and incentive plans applicable to Executive Management; (3) review, approve and administer all equity-based plans of the Company; (4) supervise the administration of employee benefit plans of Navient as required by law or the plan terms or as otherwise appropriate; (5) receive periodic reports regarding the Company’s compensation programs as they relate to all employees; (6) review Navient’s management development and recommend to the Board of Directors succession plans applicable to Executive Management; (7) review and consider current and developing compensation and personnel related topics as appropriate; and (8) prepare the report of the Compensation Committee for inclusion in this proxy statement, as required. The Compensation Committee, in coordination with the Audit Committee, also reviewed the report of management on the risks arising from Navient’s compensation policies and practices to determine whether such policies and practices are reasonably likely to have a material adverse effect on the Company.

The Compensation Committee considers executive officer and director compensation on an annual basis. In January or February of each year, after consultation with the independent chairman and other independent directors, as well as its independent consultant, if one has been retained, the Compensation Committee sets the compensation of the Chief Executive Officer and executive management level compensation.Executive Management. At that time, the Compensation Committee also makes a recommendation to the Board of Directors regarding director compensation. The Compensation Committee reviewed executive compensation as described in “Compensation Discussion and Analysis.” In addition, throughout the year, the Compensation Committee considers executive compensation consistent with its responsibilities, as warranted by any personnel changes.

Executive Committee

Since its creation, membership of the Executive Committee has included the committee chairs, the Chief Executive Officer and the chairman. TheUnder its charter, the Executive Committee has authority to act on behalf of the Board of Directors when the full Board of Directors is not in session,available, assists the Board of Directors in fulfilling its oversight responsibilities with regard to establishing risk tolerances and parameters for Navient, and oversees the allocation of risk oversight responsibilities among Board committees.

Finance and Operations Committee

During 2015,2016, the Finance and Operations Committee assisted the Board of Directors, as required by its charter, by providing oversight with respect to: (1) material corporate finance matters, including investments, acquisitions, capital management, financing and funding strategy; (2) technology and operations; (3) marketing and product development; (4) the Company’s lending programs; and (5) the Company’s information security program and cyber-security. The Finance and Operations Committee also reviewed the financial risk profile of Navient, including capital market access, credit, interest rate and currency risks and reviewed with management steps to manage those risks.

Nominations and Governance Committee

In accordance with its charter, the Nominations and Governance Committee assisted the Board of Directors in establishing appropriate standards for the governance of Navient, the operations of the Board of Directors and the qualifications of directors during 2015.2016. It has recommended to the Board of Directors the director nominees for the annual meeting of shareholders. The Nominations and Governance Committee also supervised the evaluation of the Board of Directors and reviewed and recommended changes to the Guidelines to the Board of Directors. In 2015,2016, the Nominations and Governance Committee, in conjunction with the Executive Committee, also oversaw a complete review of the committee charters and the responsibilities and oversight duties of each committee. Additionally, in May of 2016, the Nominations and Governance Committee assisted in amending our Board Governance Guidelines to provide that no individual is eligible for nomination to the Board after the earlier to occur of (i) their 75th birthday or, (ii) after they have served more than 20 years on the Board.² In accordance with the director tenure policy, we expect one incumbent non-employee director to retire from the