Current Report Filing (8-k)
May 18 2020 - 4:41PM
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): May 15, 2020
American Public Education, Inc.
(Exact name
of registrant as specified in charter)
Delaware
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001-33810
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01-0724376
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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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111 W. Congress Street
Charles Town, West Virginia
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25414
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: 304-724-3700
N/A
(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:
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¨
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communication pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $.01 par value
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APEI
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Nasdaq Global Select Market
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Indicate by check mark whether the
registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or
Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
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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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As noted in Item 5.07 below, at the 2020 Annual Meeting of Shareholders
(the “Annual Meeting”) of American Public Education, Inc. (the “Company”), upon recommendation of the Board
of Directors of the Company (the “Board”), the Company’s shareholders approved (i) an amendment to the American
Public Education, Inc. 2017 Omnibus Incentive Plan (the “2017 Plan”) to increase the number of shares available for
issuance thereunder by 1,425,000 and to extend the term of the 2017 Plan to May 15, 2030, as well as to clarify limitations on
repricing (the “2017 Plan Amendment”) and (ii) an amendment to the American Public Education, Inc. Employee Stock Purchase
Plan (the “ESPP”) to increase the number of shares available for purchase thereunder by 100,000 and to extend the term
of the ESPP to May 15, 2030 (the “ESPP Amendment”, and with the 2017 Plan Amendment, the “Amendments”).
Descriptions of the 2017 Plan and the 2017 Plan Amendment and
the ESPP and the ESPP Amendment are set forth on pages 30 through 39 and 40 through 43, respectively, of the definitive Proxy Statement
on Schedule 14A for the Annual Meeting that was filed with the Securities and Exchange Commission on April 3, 2020 (the “Proxy
Statement”), and such descriptions are incorporated by reference herein. The descriptions of Amendments are qualified in
their entirety by reference to the full text of the Amendments, which are attached as Exhibits 10.1 and 10.2 to this Current Report
on Form 8-K and incorporated by reference herein.
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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The Annual Meeting was held on May 15, 2020. As of March
19, 2020, the date of record for determining the stockholders entitled to vote on the proposals presented at the Annual Meeting,
there were 14,844,036 shares of Company common stock issued and outstanding and entitled to vote at the Annual Meeting. The
holders of 13,807,742 shares of the Company’s issued and outstanding common stock were represented in person or by proxy
at the Annual Meeting, constituting a quorum. The proposals are described in detail in the Proxy Statement. The vote
results detailed below represent final results as certified by the inspector of elections.
Proposal No. 1 – Election of Directors.
The Company’s stockholders elected the following persons,
who were listed in the Proxy Statement, to the Board to hold office for the term expiring at the 2021 Annual Meeting of Stockholders
and until each such person’s successor is elected and qualified or until his or her earlier death, resignation or removal:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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Eric C. Andersen
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12,599,216
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55,674
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373
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1,152,479
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Barbara G. Fast
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12,410,740
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238,174
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6,349
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1,152,479
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Jean C. Halle
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12,306,753
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348,137
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373
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1,152,479
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Barbara L. Kurshan
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12,595,134
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59,756
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373
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1,152,479
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Timothy J. Landon
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12,391,163
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263,727
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373
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1,152,479
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William G. Robinson, Jr.
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12,544,073
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110,817
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373
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1,152,479
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Angela Selden
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12,456,042
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192,872
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6,349
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1,152,479
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Proposal No. 2 – Approval of the 2017 Plan Amendment.
The Company’s stockholders approved the 2017 Plan Amendment.
The votes regarding this proposal were as follows:
Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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11,898,541
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719,467
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37,255
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1,152,479
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Proposal No. 3 – Approval of the ESPP
Amendment.
The Company’s stockholders approved the ESPP Amendment.
The votes regarding this proposal were as follows:
Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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12,609,823
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18,705
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26,735
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1,152,479
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Proposal No. 4 – Advisory Vote on the Compensation
of Our Named Executive Officers.
The Company’s stockholders approved, in an advisory (non-binding)
vote, the compensation of the Company’s named executive officers. The votes regarding this proposal were as follows:
Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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12,110,765
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507,098
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37,400
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1,152,479
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Proposal No. 5 – Ratification of Appointment of Independent
Registered Public Accounting Firm.
The Company’s stockholders ratified the appointment of
Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December
31, 2020. The votes regarding this proposal were as follows:
Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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13,102,373
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702,948
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2,421
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0
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
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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American Public Education, Inc.
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By:
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/s/ Richard W. Sunderland, Jr.
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Richard W. Sunderland, Jr.
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Executive Vice President and Chief Financial Officer
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Date: May 18, 2020
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