- Current report filing (8-K)
May 20 2011 - 3:56PM
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 19, 2011
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
(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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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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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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¨
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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 5.07
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Submission of Matters to a Vote of Security Holders.
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Career Education Corporation (the Company) held its Annual Meeting of Stockholders on May 19, 2011 and the following matters were voted on at that meeting:
(1) The Companys stockholders voted as follows to elect eight directors to the Companys Board of Directors:
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Directors:
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Votes For:
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Withheld:
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Broker Non-Votes:
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Dennis H. Chookaszian
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55,788,368
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10,229,176
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7,246,229
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David W. Devonshire
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65,188,163
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829,381
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7,246,229
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Patrick W. Gross
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52,543,884
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13,473,660
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7,246,229
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Gregory L. Jackson
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65,635,648
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381,896
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7,246,229
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Thomas B. Lally
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65,602,826
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414,718
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7,246,229
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Steven H. Lesnik
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65,698,554
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318,990
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7,246,229
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Gary E. McCullough
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65,823,450
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194,094
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7,246,229
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Leslie T. Thornton
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65,797,647
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219,897
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7,246,229
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(2) The Companys stockholders
approved, on a nonbinding advisory basis, the executive compensation paid by the Company to its named executive officers, by the votes set forth in the table below:
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Votes For:
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Against:
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Abstain:
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Broker Non-Votes:
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59,911,646
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6,006,390
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99,508
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7,246,229
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(3) The Companys stockholders
recommended, on a nonbinding advisory basis, an annual frequency of holding a nonbinding stockholder advisory vote on the executive compensation paid by the Company to its named executive officers, by the votes set forth in the table below:
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One Year:
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Two Years:
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Three Years:
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Abstain:
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Broker Non-Votes:
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60,852,539
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55,166
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4,999,944
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109,895
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7,246,229
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(4) The Companys stockholders
voted as follows to ratify the selection of Ernst & Young LLP as the independent registered public accounting firm to audit the Companys financial statements for the year ended December 31, 2011:
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Votes For:
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Against:
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Abstain:
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Broker Non-Votes
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73,050,203
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180,133
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33,437
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0
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2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company 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, Corporate Secretary and Chief Compliance Officer
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Dated: May 20, 2011
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