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): March 18, 2013
BRIDGEPOINT EDUCATION, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-34272 | 59-3551629 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
13500 Evening Creek Drive North, Suite 600 San Diego, California | 92128 | |
(Address of principal executive offices) | (Zip Code) | |
(858) 668-2586
(Registrant’s telephone number, including area code)
None
(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):
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))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
2013 Target Cash Bonus Amounts
On March 18, 2013, the Compensation Committee adopted the 2013 Short Term Incentive Plan, or the 2013 Plan, for Messrs. Andrew S. Clark, Daniel J. Devine and Rodney T. Sheng, Dr. Jane L. McAuliffe and Ms. Diane L. Thompson (collectively, the "named executive officers"). Under the 2013 Plan, the payment to the named executive officers of annual performance-based cash bonuses related to 2013 performance will be based on the achievement of corresponding company-wide performance targets related to quality, EBITDA and revenue, with such metrics receiving weightings of 50%, 35% and 15%, respectively. The performance target for quality will require the achievement by our company in 2013 of certain quality metrics based on cohort default rates, 90/10 ratio, net promoter score, employee retention, and the development of innovative tools to measure academic quality.
The Compensation Committee has determined that the 2013 target bonus amounts for Messrs. Clark, Devine and Sheng would be 100%, 65% and 75%, respectively, of their annual base salaries, and that the 2013 target bonus amounts for Dr. McAuliffe and Ms. Thompson would be 55% and 35%, respectively, of their annual base salaries. Actual bonus amounts paid to the named executive officers may be or more or less than the target bonus amounts. For 2013, the Compensation Committee determined that (1) the minimum or threshold bonus amount for each named executive officer will be 50% of the officer's target bonus amount, and (2) the maximum bonus amount for each named executive officer will be 200% of the officer's target bonus amount. The Compensation Committee has the discretion to award bonus amounts that fall in between the threshold, target and maximum amounts for attainment of performance that falls in between the specified goals.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 21, 2013 | Bridgepoint Education, Inc. | |
By: | /s/ Diane L. Thompson | |
Name: Diane L. Thompson | ||
Title: Senior Vice President, Secretary and General Counsel | ||