Current Report Filing (8-k)

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 2, 2019

Career Education Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware

0-23245

36-3932190

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)


231 North Martingale Road
Schaumburg, IL		60173
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s 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):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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. ☐

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	CECO	Nasdaq Global Select Market

Item 5.07

Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting of Stockholders on May 2, 2019 and the following matters were voted on at that meeting:

(1)	The Company’s stockholders voted as follows to elect eight directors to the Company’s Board of Directors:


Directors:	Votes For:	Against:		Abstain:	Broker Non-Votes:
Dennis H. Chookaszian	52,233,626		2,303,612	2,328	6,313,825
Kenda B. Gonzales	53,929,739		604,783	5,044	6,313,825
Patrick W. Gross	52,366,341		2,170,897	2,328	6,313,825
William D. Hansen	53,820,463		713,684	5,419	6,313,825
Gregory L. Jackson	53,757,533		779,898	2,135	6,313,825
Thomas B. Lally	53,178,108		1,359,130	2,328	6,313,825
Todd S. Nelson	53,573,007		964,231	2,328	6,313,825
Leslie T. Thornton	53,449,388		1,088,134	2,044	6,313,825

(2)	The Company’s 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:


Votes For:	Against:	Abstain:	Broker Non-Votes:
43,716,346	9,831,432	991,788	6,313,825

(3)	The Company’s stockholders voted as follows to ratify the selection of Grant Thornton LLP as the independent registered public accounting firm to audit the Company’s financial statements for the year ended December 31, 2019:


Votes For:	Against:	Abstain:	Broker Non-Votes
59,783,180	46,026	1,024,185	0

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.