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EX-99.1 - TEXT OF PRESS RELEASE ISSUED BY APOLLO GROUP, INC. - APOLLO EDUCATION GROUP INCd270865dex991.htm

 

 

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): December 16, 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

(Address of principal executive offices)

 

85040

(Zip Code)

Registrant’s 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:

 

¨ 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))

 

 

 


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 December 16, 2011, the Board of Directors (the “Board”) of Apollo Group, Inc. (the “Company”) appointed Richard H. Dozer to fill an existing vacancy on the Board. Mr. Dozer was also appointed to serve on the Board’s Audit Committee.

Mr. Dozer 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 accordance with those programs, Mr. Dozer received, at the time of his December 16, 2011 appointment to the Board, a pro-rated equity award for the balance of the 2012 fiscal year comprised of (i) an option grant covering 3,484 shares of the Company’s Class A common stock with an exercise price of $50.15 per share and (ii) a restricted stock unit award covering an additional 2,128 shares of the Company’s Class A common stock. Both components will vest upon his continuation in Board service through August 31, 2012. In addition, we have entered into an indemnification agreement with Mr. Dozer 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 7 – Regulation FD

Item 7.01 Regulation FD Disclosure.

On December 20, 2011, the Company issued a press release announcing the appointment of Richard H. Dozer to its Board of Directors and Audit Committee. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

The information in Item 7.01 of this Form 8-K and Exhibit 99.1 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 they 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 any such filing.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are provided herewith:

 

Exhibit Number

  

Description

99.1    Text of press release issued by Apollo Group, Inc. dated December 20, 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.
December 20, 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 issued by Apollo Group, Inc. dated December 20, 2011.