Organization: Navient Corp

Year: 2016

Whereas: Whereas: We believe in full disclosure of our company's direct and indirect lobbying activities and expenditures to assess whether our company's lobbying is consistent with Navient Corporation's ('Navient') expressed goals and in the best interests of shareholders. Resolved, the shareowners of Navient request the preparation of a report, updated annually, disclosing: 1. Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications; 2. Payments by Navient used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the amount of the payment and the recipient; 3. Navient's membership in and payments to any tax-exempt organization that writes and endorses model legislation; 4. Description of management's and the Board's decision making process and oversight for making payments described in sections 2 and 3 above. For purposes of this proposal, a 'grassroots lobbying communication' is a communication directed to the general public that (a) refers to specific legislation or regulation, (b) reflects a view on the legislation or regulation and (c) encourages the recipient of the communication to take action with respect to the legislation or regulation. 'Indirect lobbying' is lobbying engaged in by a trade association or other organization of which Navient is a member. Both 'direct and indirect lobbying' and 'grassroots lobbying communications' include efforts at the local, state and federal levels. The report shall be presented to the Audit Committee or other relevant oversight committees and posted on the company's website.

Resolved: Resolved: The shareowners of Navient request the preparation of a report, updated annually, disclosing: 1. Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications; 2. Payments by Navient used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the amount of the payment and the recipient; 3. Navient's membership in and payments to any tax-exempt organization that writes and endorses model legislation; 4. Description of management's and the Board's decision making process and oversight for making payments described in sections 2 and 3 above. For purposes of this proposal, a 'grassroots lobbying communication' is a communication directed to the general public that (a) refers to specific legislation or regulation, (b) reflects a view on the legislation or regulation and (c) encourages the recipient of the communication to take action with respect to the legislation or regulation. 'Indirect lobbying' is lobbying engaged in by a trade association or other organization of which Navient is a member. Both 'direct and indirect lobbying' and 'grassroots lobbying communications' include efforts at the local, state and federal levels. The report shall be presented to the Audit Committee or other relevant oversight committees and posted on the company's website. Shareholde.

Supporting Statement:Supporting Statement: As shareholders, we encourage transparency and accountability in Navient's use of corporate funds to influence legislation and regulation. Navient subsidiary Navient Solutions spent $2 million in 2015 and $1.4 million in 2014 on federal lobbying, according to the Center for Responsive Politics website http://www.opensecrets.org/. These figures do not include lobbying expenditures to influence legislation in states, where disclosure requirements are uneven or absent. Nor does Navient disclose its memberships in, or payments to, trade associations, or the portions of such amounts used for lobbying. Finally, Navient has not disclosed if it has membership in or contributions to tax-exempt organizations that write and endorse model legislation, such as the American Legislative Exchange Council. Transparent reporting of all lobbying activity will reveal whether company assets are being used for objectives contrary to Navient's long-term interests. For these reasons, the AFL-CIO urges you to vote FOR this proposal.