Current Report Filing (8-k)
May 07 2019 - 4:33PM
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 2, 2019
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
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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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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:
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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, $0.01 par value
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CECO
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Nasdaq Global Select Market
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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 Company held its Annual Meeting of Stockholders on May 2, 2019 and the following matters were voted on at that meeting:
(1)
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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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Against:
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Abstain:
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Broker Non-Votes:
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Dennis H. Chookaszian
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52,233,626
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2,303,612
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2,328
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6,313,825
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Kenda B. Gonzales
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53,929,739
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604,783
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5,044
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6,313,825
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Patrick W. Gross
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52,366,341
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2,170,897
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2,328
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6,313,825
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William D. Hansen
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53,820,463
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713,684
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5,419
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6,313,825
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Gregory L. Jackson
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53,757,533
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779,898
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2,135
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6,313,825
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Thomas B. Lally
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53,178,108
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1,359,130
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2,328
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6,313,825
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Todd S. Nelson
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53,573,007
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964,231
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2,328
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6,313,825
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Leslie T. Thornton
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53,449,388
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1,088,134
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2,044
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6,313,825
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(2)
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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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43,716,346
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9,831,432
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991,788
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6,313,825
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(3)
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The Companys stockholders voted as follows to ratify the selection of Grant Thornton LLP as the
independent registered public accounting firm to audit the Companys financial statements for the year ended December 31, 2019:
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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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59,783,180
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46,026
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1,024,185
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0
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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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Dated: May 7, 2019
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