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EX-99.1 - EX-99.1 - APOLLO EDUCATION GROUP INC | p18931exv99w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): June 30, 2011
Apollo Group, Inc.
(Exact name of registrant as specified in its charter)
Arizona | 0-25232 | 86-0419443 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
4025 S. Riverpoint Parkway, Phoenix, Arizona |
85040 | |
(Address of principal executive offices) | (Zip Code) |
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:
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)) |
Section 2 Financial Information
Item 2.02 | Results of Operations and Financial Condition. |
On June 30, 2011, Apollo Group, Inc. (the Company) issued a press release announcing its
financial results for the three months ended May 31, 2011. A copy of the press release is
furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated in this Item 2.02
by this reference.
The information in Item 2.02 of this Form 8-K and the exhibit furnished herewith shall not be
deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
Exchange Act), or otherwise subject to the liabilities under that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, regardless of any general incorporation language in such filing.
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 June 24, 2011, the Companys Board of Directors appointed Robert S. Murley to fill a
vacancy on the Board of Directors, effective June 30, 2011. Mr. Murley also was appointed to serve
on the Boards Nominating and Governance Committee and the Finance Committee.
Mr. Murley has been employed by Credit Suisse Securities LLC, a subsidiary of Credit Suisse
Group AG, and its predecessors, since 1975. In 2005, he was appointed Chairman of Investment
Banking in the Americas. Prior to that time, Mr. Murley was Head of the Global Industrial and
Services Group and Head of the Chicago office. He was elected a Managing Director in 1984 and
appointed a Vice Chairman in 1998.
Mr. Murley, who is 61 years old, received his Bachelor of Arts degree cum laude from Princeton
University in 1972, his Master of Business Administration degree from the UCLA Anderson School of
Management in 1974, and his Master of Science degree from the London School of Economics and
Political Science in 1975. Mr. Murley Serves as a Trustee of Princeton University, Chairman of the
Board of the Educational Testing Service in Princeton, New Jersey, Vice Chairman of the Board of
the Ann & Robert Lurie Childrens Hospital of Chicago, a Trustee of the Museum of Science &
Industry in Chicago, Illinois, and member of the Board of Overseers of the UCLA Anderson School of
Management.
Mr. Murley will participate in the cash and equity compensation programs provided to and upon
the same terms as our other non-employee directors. These cash and equity compensation programs
are more fully described under Director Compensation in our Information Statement on Form 14C
filed with the Securities and Exchange Commission on December 21, 2010, which description is
incorporated in this Item 5.02 by this reference. In addition, we have entered into an
indemnification agreement with Mr. Murley on substantially the same terms as for our other
non-employee directors which obligates us to indemnify him in his capacity as a director to the
maximum extent permitted by law.
Section 9 Financial Statements and Exhibits
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits. |
The following exhibit is furnished herewith:
Exhibit Number | Description | |
99.1 | Text of press release of Apollo Group, Inc. dated June 30, 2011. |
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.
Apollo Group, Inc. |
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June 30, 2011 | By: | /s/ Brian L. Swartz | ||
Name: | Brian L. Swartz | |||
Title: | Senior Vice President and Chief Financial Officer |
Exhibit Index
Exhibit No. | Description | |
99.1 | Text of press release of Apollo Group, Inc. dated June 30,
2011. |