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: November 13, 2013
CORINTHIAN COLLEGES, INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware |
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0-25283 |
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33-0717312 |
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(State or other jurisdiction of |
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Commission file number |
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(I.R.S. Employer |
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Incorporation or organization) |
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Identification No.) |
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6 Hutton Centre Drive, Suite 400, Santa Ana, California |
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92707 |
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(Address of principal executive offices) |
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(Zip Code) |
(714) 427-3000
(Registrant’s telephone number, including area code)
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))
Item 5.07. Submission of Matters to a Vote of Security Holders.
Corinthian Colleges, Inc. (the “Company”) held its Annual Meeting of Stockholders on November 13, 2013 and there were present in person or by proxy 77,074,050 shares, representing 88% of the total outstanding shares eligible to vote at the Annual Meeting. At the Annual Meeting, the Company’s stockholders elected eleven directors to the Company’s Board of Directors, approved the amendment and restatement of the Company’s 2003 Performance Award Plan (the “Plan”) (which, among other things, increased the number of shares of the Company’s common stock available for issuance under the Plan by 3,700,000 shares), ratified the appointment of Ernst & Young LLP as the Company’s independent auditors for its fiscal year 2014, and did not approve, by a nonbinding advisory vote, the executive compensation paid by the Company to its named executive officers.
Item No. 1 : Election of eleven directors to serve for one year terms on the Board of Directors
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Directors |
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For |
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Withheld |
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Broker Non-Votes |
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Paul R. St. Pierre |
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42,965,517 |
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9,104,674 |
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25,003,859 |
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Linda Arey Skladany |
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41,928,541 |
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10,141,650 |
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25,003,859 |
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Robert Lee |
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44,555,586 |
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7,514,605 |
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25,003,859 |
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Jack D. Massimino |
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44,488,530 |
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7,581,661 |
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25,003,859 |
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Alice T. Kane |
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42,563,468 |
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9,506,723 |
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25,003,859 |
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Terry O. Hartshorn |
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43,230,678 |
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8,839,513 |
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25,003,859 |
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Timothy J. Sullivan |
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41,782,978 |
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10,287,213 |
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25,003,859 |
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Sharon P. Robinson |
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43,641,465 |
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8,428,726 |
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25,003,859 |
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Hank Adler |
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44,118,906 |
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7,951,285 |
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25,003,859 |
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John M. Dionisio |
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43,108,284 |
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8,961,907 |
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25,003,859 |
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Marc H. Morial |
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45,323,741 |
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6,746,450 |
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25,003,859 |
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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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Item No. 2 : Approval of the amendment and restatement of the Plan, which authorizes the issuance of additional shares under such plan and certain other amendments described in the proxy statement |
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40,475,513 |
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11,381,464 |
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213,214 |
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25,003,859 |
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Item No. 3 : Ratification of the appointment by the Audit Committee of the Board of Directors of Ernst & Young LLP as the Company’s independent auditors for its fiscal year ending June 30, 2014 |
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75,810,078 |
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559,625 |
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704,347 |
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-0- |
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Item No. 4 : Approval, by a nonbinding advisory vote, of executive compensation paid by the Company to its named executive officers |
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24,974,713 |
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25,487,584 |
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1,607,894 |
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25,003,859 |
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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 thereunto duly authorized.
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CORINTHIAN COLLEGES, INC. |
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November 14, 2013 |
/s/ Robert C. Owen |
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Robert C. Owen |
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Executive Vice President and |
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Chief Financial Officer |