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 5.02 | Departure 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 5.07 | Submission 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:
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 |
| 2 |
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 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| 3 |
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 | |||
| 4 |
Exhibit 10.1
AMENDMENT NUMBER ONE TO THE AMERICAN PUBLIC EDUCATION, INC.
2017 OMNIBUS INCENTIVE PLAN
The American Public Education, Inc. 2017 Omnibus Incentive Plan (the “Plan”) is hereby amended (this “Amendment”) as set forth below by the Board of Directors of American Public Education, Inc. (the “Corporation”), subject to the approval of this Amendment by the stockholders of the Corporation:
1. Section 4.1, part (i), of the Plan is amended and restated to increase the number of shares available for issuance by 1,425,000 as follows, with the remainder of Section 4.1 remaining unchanged:
“(i) three million one hundred thousand (3,100,000) shares of Stock, plus”
2. Section 3.4, part (c) of the Plan is amended and restated to add the words “or substitution” where indicated in underlined text, with the remainder of Section 3.4 remaining unchanged:
“(c) cancel or assume outstanding Options or SARs with an Option Price or SAR Price, as applicable, above the current Fair Market Value in exchange or substitution for cash, Awards, or other securities, in each case, unless such action (i) is subject to and approved by the Company’s stockholders or (ii) would not be deemed to be a repricing under the rules of any Stock Exchange or Securities Market on which the Stock is listed or publicly traded.”
3. Section 5.1, part (a) of the Plan is amended and restated as follows, with the remainder of Section 5.1 remaining unchanged:
“(a) May 15, 2030,”
4. The Plan shall otherwise be unchanged by this Amendment.
5. This Amendment is adopted subject to approval by the stockholders of the Corporation at the Corporation’s 2020 Annual Meeting of Stockholders. If the stockholders fail to approve this Amendment at the Annual Meeting, the Plan shall continue in existence in accordance with its terms.
* * *
The foregoing Amendment to the Plan was duly adopted and approved by the Board of Directors of the Corporation on March 30, 2020, subject to the approval of the Amendment by the stockholders of the Corporation.
| /s/ Thomas A. Beckett | |
| Secretary |
The foregoing Amendment to the Plan was duly adopted by the stockholders of the Corporation at a meeting held on May 15, 2020.
| /s/ Thomas A. Beckett | |
| Secretary |
Exhibit 10.2
AMENDMENT NUMBER TWO TO THE AMERICAN PUBLIC EDUCATION, INC.
EMPLOYEE STOCK PURCHASE PLAN
The American Public Education, Inc. Employee Stock Purchase Plan (the “ESPP”) is hereby amended (this “Amendment”) as set forth below by the Board of Directors of American Public Education, Inc. (the “Corporation”), subject to the approval of this Amendment by the stockholders of the Corporation:
1. The first sentence of Section 2 of the ESPP is amended and restated to read as follows:
“Subject to adjustment as provided in Section 26 below, the aggregate number of shares of Common Stock that may be made available for purchase by participating employees under the Plan is three hundred thousand (300,000).”
2. The last sentence of Section 25 of the ESPP is amended and restated to read as follows:
“In any event, the Plan shall, without further action of the Board, terminate on May 15, 2030, or, if earlier, at such time as all shares of Common Stock that may be made available for purchase under the Plan pursuant to Section 2 above have been issued.”
3. The ESPP shall otherwise be unchanged by this Amendment.
4. This Amendment is adopted subject to approval by the stockholders of the Corporation at the Corporation’s 2020 Annual Meeting of Stockholders. If the stockholders fail to approve this Amendment at the Annual Meeting, the ESPP shall continue in existence in accordance with its terms.
* * *
The foregoing Amendment to the ESPP was duly adopted and approved by the Board of Directors of the Corporation on March 30, 2020, subject to the approval of the Amendment by the stockholders of the Corporation.
| /s/ Thomas A. Beckett | |
| Secretary |
The foregoing Amendment to the ESPP was duly adopted by the stockholders of the Corporation at a meeting held on May 15, 2020.
| /s/ Thomas A. Beckett | |
| Secretary |