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): February 10, 2011
PEOPLES
EDUCATIONAL HOLDINGS, INC.
(Exact
Name of Registrant as Specified in Its Charter)
|
Delaware
(State
or Other Jurisdiction of Incorporation)
|
|
|
000-50916
(Commission
File Number)
|
41-1368898
(I.R.S.
Employer Identification No.)
|
|
299
Market Street
Saddle
Brook, NJ
(Address
of Principal Executive Offices)
|
07663
(Zip
Code)
|
|
Registrant’s
telephone number, including area code: (201)
712-0090
|
|
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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM
5.02
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DEPARTURE
OF DIRECTORS OR CERTAIN OFFICERS; APPOINTMENT OF CERTAIN OFFICERS;
COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS
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(e) Peoples
Educational Holdings, Inc. (the “Company”) held its Annual Meeting of
Stockholders (the “Annual Meeting”) on February 10, 2011. At the
Annual Meeting, the stockholders approved amendments to the Peoples Educational
Holdings, Inc. 2009 Stock Plan (the “2009 Plan”) (a) increasing the number
of shares reserved for issuance under the Plan from 250,000 shares to 1,250,000
shares of common stock, and (b) increasing the maximum number of shares that may
be awarded to an eligible participant in fiscal year 2011 from 100,000 shares to
400,000 shares. For fiscal years after 2011, the maximum number of
shares that may be awarded to an eligible participant will revert to 100,000
shares per fiscal year.
The 2009
Plan permits the granting of awards to executives, directors, consultants and
key employees of the Company in the form of incentive stock options,
non-qualified stock options and grants of restricted stock. The 2009
Plan is administered by the Compensation Committee of the Board of
Directors.
After the
stockholders approved the amendments to the 2009 Plan at the Annual Meeting, the
Compensation Committee implemented a stock option replacement program, as
described in the Company’s Definitive Proxy Statement filed with the SEC on
January 10, 2011 (the “Proxy Statement”). Under the option
replacement program, options for 712,836 shares were granted to replace options
that previously expired or were cancelled in connection with the grant of new
options. Replacement options were granted to the following
persons:
|
·
|
Brian
T. Beckwith, the Company’s President and Chief Executive Officer, was
granted options for 65,600 shares at an exercise price of $2.00 per share
and 262,400 shares at an exercise price of $3.00 per share, to replace
options for 328,000 shares having exercise prices in a range from $3.00
per share to $5.20 per share.
|
|
·
|
Michael
L. DeMarco, the Company’s Executive Vice President and Chief Financial
Officer, was granted options for 14,000 shares at an exercise price of
$2.00 per share and 56,000 shares at an exercise price of $3.00 per share,
to replace options for 70,000 shares having exercise prices in a range
from $3.00 per share to $5.20 per
share.
|
|
·
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Diane
L. Miller, the Company’s Executive Vice President and Chief Creative
Officer, was granted options for 18,000 shares at an exercise price of
$2.00 per share and 72,000 shares at an exercise price of $3.00 per share,
to replace options for 90,000 shares having exercise prices in a range
from $3.00 per share to $5.20 per
share.
|
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·
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Directors
who are not executive officers of the Company were granted options for an
aggregate of 25,868 shares at an exercise price of $2.00 per share and an
aggregate of 103,468 shares at an exercise price of $3.00 per share, to
replace options for an aggregate of 129,336 shares having exercise prices
in a range from $3.00 per share to $6.00 per
share.
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·
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Employees
are not executive officers of the Company were granted options for an
aggregate of 20,700 shares at an exercise price of $2.00 per share and
74,800 shares at an exercise price of $3.00 per share, to replace options
for an aggregate of 95,500 shares having exercise prices in a range from
$3.00 per share to $6.00 per share.
|
Each of
the new stock options granted under the option replacement program vests in four
equal installments, on the date of grant and on the first, second and third
anniversaries of the date of grant, and expires seven years from the date of
grant.
Each of
the options that was replaced in the option replacement program had been granted
under the Company’s 1998 Stock Plan (the “1998 Plan”). After
implementation of the option replacement program, no stock options or awards
remain outstanding under the 1998 Plan, and the 1998 Plan has been
terminated.
For more
information about the 2009 Plan and the option replacement program, see the
Proxy Statement.
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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 February 10,
2011. A total of 3,189,739 shares of common stock, representing 71.4%
of the shares outstanding and eligible to vote, were represented in person or by
proxy at the Annual Meeting. The final results for each of the
matters submitted to a vote of stockholders at the Annual Meeting as set forth
in the Proxy Statement are as follows:
Proposal 1. All
eight nominees for director were elected to serve until the next annual meeting
of stockholders or until their successors are duly elected. The
result of the votes to elect the eight directors was as follows:
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Name
of Director
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For
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Withheld
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Broker
Non-Votes
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G.
Thomas Ahern
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2,726,565
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1,560
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461,614
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Brian
T. Beckwith
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2,726,565
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1,560
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461,614
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John
C. Bergstrom
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2,726,565
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1,560
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461,614
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Richard
J. Casabonne
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2,726,580
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1,545
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461,614
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Anton
J. Christianson
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2,726,580
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1,545
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461,614
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James
P. Dolan
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2,726,580
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1,545
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461,614
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Diane
M. Miller
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2,726,580
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1,545
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461,614
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James
J. Peoples
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2,726,580
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1,545
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461,614
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Proposal 2. The
compensation of the named executive officers as disclosed in the Company’s Proxy
Statement was approved on an advisory basis by the votes set forth in the table
below:
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For
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Against
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Abstain
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Broker
Non-Votes
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2,704,843
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22,435
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847
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461,614
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Proposal 3. The
stockholders recommended, on an advisory basis, that the frequency of the
stockholder vote to approve the compensation of the named executive officers
occur every three years by the votes set forth in the table below:
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1
Year
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2
Years
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3
years
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Abstain
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Broker
Non-Votes
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851,311
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650
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1,874,224
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1,940
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461,614
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Proposal 4. The
appointment of Rothstein Kass & Company P.C. as the Company’s independent
registered public accounting firm for the fiscal year ending May 31, 2011 was
ratified by the stockholders by the votes set forth in the table
below:
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For
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Against
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Abstain
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3,189,489
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250
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0
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Proposal 5: The
amendments to the Peoples Educational Holdings, Inc. 2009 Stock Plan
(a) increasing the number of shares reserved for issuance under the Plan,
and (b) increasing the maximum number of shares that may be awarded to an
eligible participant in fiscal year 2011, were approved by the stockholders by
the votes set forth in the table below:
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For
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Against
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Abstain
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Broker
Non-Votes
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2,714,313
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11,195
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2,617
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461,614
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SIGNATURE
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, thereunto
duly authorized.
| PEOPLES EDUCATIONAL HOLDINGS, INC. | |||
| (Registrant) | |||
|
By: /s/ Brian T.
Beckwith
Name: Brian
T. Beckwith
Title: President
and Chief Executive Officer
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|||
Date: February
16, 2011
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