Current Report Filing (8-k)
February 17 2017 - 4:07PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): February 13, 2017
Career Education Corporation
(Exact Name of Registrant as Specified in Charter)
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Delaware
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0-23245
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36-3932190
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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231 North Martingale Road
Schaumburg, IL
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60173
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code: (847) 781-3600
Not Applicable
(Former
Name or Former Address, if Changed Since Last Report.)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On February 13, 2017, the Compensation Committee (the
Committee
) of the Board of Directors of Career Education Corporation (the
Company
) approved the 2017 Annual Incentive Award Program (the
2017 AIP
) pursuant to the Career Education Corporation 2016 Incentive Compensation Plan (the
2016 Plan
). The 2017 AIP is similar
to the Companys 2016 annual incentive program, using a company-wide EBITDA performance component (80% weighting) and an individual goals performance component (20% weighting) for the most senior level participants. Achievement of the target
level of performance for the EBITDA performance component results in a payout factor of 100%, with achievement of a threshold EBITDA performance level required for any payments under the 2017 AIP and a payment cap of 200% of a participants AIP
target value. In addition, the payout opportunity for the individual goals performance component will also vary based on the level of achievement of the EBITDA performance component to further support the achievement of the anticipated benefits of
the Companys business changes.
Jeffrey Ayers, Andrew Cederoth, David Czeszewski, Andrew Hurst, John Kline and Todd Nelson, certain of the
Companys executive officers, participate in the 2017 Annual Incentive Award Program for Key Executives pursuant to the 2016 Plan (the
Key Executive AIP
) which was also approved by the Committee on February 13, 2017. The
Key Executive AIP (i) establishes the maximum amount payable to each identified participant based on achievement of a revenue performance measure and (ii) is designed to qualify amounts earned under the Key Executive AIP as
performance-based compensation for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended from time to time. The Committee intends to exercise its negative discretion under the Key Executive AIP to establish
payments thereunder in accordance with the 2017 AIP, consistent with its practice in recent years. The Committee has not yet determined if any changes will be made to the existing AIP target value applicable to any of the Companys named
executive officers for 2017.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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CAREER EDUCATION CORPORATION
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By:
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/s/ Jeffrey D. Ayers
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Jeffrey D. Ayers
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Senior Vice President, General Counsel and Corporate Secretary
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Date: February 17, 2017
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