- Current report filing (8-K)
October 20 2011 - 4:03PM
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): October 18, 2011
Apollo Group, Inc.
(Exact name of registrant as specified in its charter)
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Arizona
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0-25232
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86-0419443
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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4025 S. Riverpoint Parkway,
Phoenix, Arizona
(Address of principal executive offices)
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85040
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(Zip Code)
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Registrants telephone number, including area code: (480) 966-5394
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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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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Section 5 - Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
On October 18, 2011, Samuel A. DiPiazza, Jr. notified Apollo Group, Inc. (the Company)
of his resignation from the Companys Board of Directors, effective October 31, 2011. Mr. DiPiazza is a member of the Audit Committee of the Board, and will continue serving as a member of the Audit Committee until the effective date
of his resignation. Mr. DiPiazza stated that there were no disagreements with the Companys operations, policies or practices that led to his decision.
On October 18, 2011, the Compensation Committee of the Companys Board of Directors authorized an amendment to Mr. DiPiazzas outstanding July 6, 2011 restricted stock unit award
covering 3,313 shares of the Companys Class A common stock. Pursuant to that amendment, the restricted stock units will vest in full, and the underlying shares of Class A common stock will be issued, upon Mr. DiPiazzas
continued service on the Board of Directors through the October 31, 2011 effective date of his resignation.
Following
Mr. DiPiazzas resignation, the Audit Committee will be composed of independent directors K. Sue Redman, Ann Kirschner and Manuel F. Rivelo.
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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Apollo Group, Inc.
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October 20, 2011
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By:
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/s/
Brian L. Swartz
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Name: Brian L. Swartz
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Title: Senior Vice President and Chief
Financial Officer
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