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EX-10.2 - EXHIBIT 10.2 - AMERICAN PUBLIC EDUCATION INCtm2020097d1_ex10-2.htm
EX-10.1 - EXHIBIT 10.1 - AMERICAN PUBLIC EDUCATION INCtm2020097d1_ex10-1.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): May 15, 2020

 

American Public Education, Inc.

(Exact name of registrant as specified in charter) 

 

Delaware   001-33810   01-0724376

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

  

111 W. Congress Street

Charles Town, West Virginia

  25414
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: 304-724-3700

 

N/A

 

(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 communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ¨

Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $.01 par value APEI Nasdaq Global Select Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

   

 

 

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

As noted in Item 5.07 below, at the 2020 Annual Meeting of Shareholders (the “Annual Meeting”) of American Public Education, Inc. (the “Company”), upon recommendation of the Board of Directors of the Company (the “Board”), the Company’s shareholders approved (i) an amendment to the American Public Education, Inc. 2017 Omnibus Incentive Plan (the “2017 Plan”) to increase the number of shares available for issuance thereunder by 1,425,000 and to extend the term of the 2017 Plan to May 15, 2030, as well as to clarify limitations on repricing (the “2017 Plan Amendment”) and (ii) an amendment to the American Public Education, Inc. Employee Stock Purchase Plan (the “ESPP”) to increase the number of shares available for purchase thereunder by 100,000 and to extend the term of the ESPP to May 15, 2030 (the “ESPP Amendment”, and with the 2017 Plan Amendment, the “Amendments”).

 

Descriptions of the 2017 Plan and the 2017 Plan Amendment and the ESPP and the ESPP Amendment are set forth on pages 30 through 39 and 40 through 43, respectively, of the definitive Proxy Statement on Schedule 14A for the Annual Meeting that was filed with the Securities and Exchange Commission on April 3, 2020 (the “Proxy Statement”), and such descriptions are incorporated by reference herein. The descriptions of Amendments are qualified in their entirety by reference to the full text of the Amendments, which are attached as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and incorporated by reference herein.

 

Item 5.07Submission of Matters to a Vote of Security Holders.

 

The Annual Meeting was held on May 15, 2020. As of March 19, 2020, the date of record for determining the stockholders entitled to vote on the proposals presented at the Annual Meeting, there were 14,844,036 shares of Company common stock issued and outstanding and entitled to vote at the Annual Meeting. The holders of 13,807,742 shares of the Company’s issued and outstanding common stock were represented in person or by proxy at the Annual Meeting, constituting a quorum. The proposals are described in detail in the Proxy Statement. The vote results detailed below represent final results as certified by the inspector of elections.

 

Proposal No. 1 – Election of Directors.

 

The Company’s stockholders elected the following persons, who were listed in the Proxy Statement, to the Board to hold office for the term expiring at the 2021 Annual Meeting of Stockholders and until each such person’s successor is elected and qualified or until his or her earlier death, resignation or removal:

 

  Votes For Votes Against Abstentions Broker Non-Votes
Eric C. Andersen 12,599,216 55,674 373 1,152,479
Barbara G. Fast 12,410,740 238,174 6,349 1,152,479
Jean C. Halle 12,306,753 348,137 373 1,152,479
Barbara L. Kurshan 12,595,134 59,756 373 1,152,479
Timothy J. Landon 12,391,163 263,727 373 1,152,479
William G. Robinson, Jr. 12,544,073 110,817 373 1,152,479
Angela Selden 12,456,042 192,872 6,349 1,152,479

 

Proposal No. 2 – Approval of the 2017 Plan Amendment.

 

The Company’s stockholders approved the 2017 Plan Amendment. The votes regarding this proposal were as follows:

 

Votes For Votes Against Abstentions Broker Non-Votes
11,898,541 719,467 37,255 1,152,479

 

Proposal No. 3 – Approval of the ESPP Amendment.

 

The Company’s stockholders approved the ESPP Amendment. The votes regarding this proposal were as follows:

 

Votes For Votes Against Abstentions Broker Non-Votes
12,609,823 18,705 26,735 1,152,479

 

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Proposal No. 4 – Advisory Vote on the Compensation of Our Named Executive Officers.

 

The Company’s stockholders approved, in an advisory (non-binding) vote, the compensation of the Company’s named executive officers. The votes regarding this proposal were as follows:

 

Votes For Votes Against Abstentions Broker Non-Votes
12,110,765 507,098 37,400 1,152,479

 

Proposal No. 5 – Ratification of Appointment of Independent Registered Public Accounting Firm.

 

The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020. The votes regarding this proposal were as follows:

 

Votes For Votes Against Abstentions Broker Non-Votes
13,102,373 702,948 2,421 0

 

Item 9.01Financial Statements and Exhibits.

 

(d)           Exhibits.

 

Exhibit    
    No.   Description
     
10.1   Amendment Number One to the American Public Education, Inc. 2017 Omnibus Incentive Plan
     
10.2   Amendment Number Two to the American Public Education, Inc. Employee Stock Purchase Plan, as amended

 

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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.

 

  American Public Education, Inc.  
       
       
  By:  /s/ Richard W. Sunderland, Jr.  
    Richard W. Sunderland, Jr.  
    Executive Vice President and Chief Financial Officer  
       
Date: May 18, 2020      

 

 

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