UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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 1, 2018
Career Education Corporation
(Exact Name of Registrant as Specified in Charter)
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| Delaware | | 0-23245 | | 36-3932190 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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| 231 N. Martingale Rd., Schaumburg, IL | | 60173 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (847)781-3600
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form8-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):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule12b-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. |
The Board of Directors (the “Board”) of Career Education Corporation (the “Company”) appointed Ashish Ghia as Senior Vice President and Chief Financial Officer of the Company effective March 1, 2018. Mr. Ghia has served as Interim Chief Financial Officer since September 21, 2017.
Mr. Ghia, age 41, joined the Company in June 2008 and has served in various financial planning and analysis roles with increasing responsibility, including as Vice President Finance since February 2016 and Vice President Financial Planning & Analysis from October 2012 through January 2016. Mr. Ghia has also served as Assistant Treasurer of the Company since August 2016. Prior to joining the Company in June 2008, Mr. Ghia was a Business Finance Manager with Sears Holdings Corporation from 2006 to 2008 and also held associate positions with PricewaterhouseCoopers LLP and Ernst & Young prior thereto. Mr. Ghia holds a Bachelor of Commerce degree in financial accounting and audit from the University of Mumbai and a Master of Business Administration from Georgia State University and is a certified public accountant.
There are no arrangements between Mr. Ghia and any other person pursuant to which he was selected to become Chief Financial Officer of the Company. Mr. Ghia does not have any family relationship with any executive officer or director of the Company, or with any person selected to become an officer or director of the Company. Neither Mr. Ghia nor any member of his immediate family has any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of RegulationS-K.
In connection with this appointment, the Compensation Committee of the Board approved the following revised compensation arrangements for Mr. Ghia effective March 1, 2018: (i) an increased base salary from $350,000 to $375,000 per year, (ii) an annual incentive target value of 75% of base salary, and (iii) a long term incentive target value of 125% of base salary.
A copy of the Company’s press release regarding this appointment is furnished herewith and attached hereto asExhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits. |
The exhibits provided pursuant to Item 601 of RegulationS-K are listed in the “Exhibit Index” which is contained in this Current Report on Form8-K and incorporated by reference herein.
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Exhibit Index
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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.
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| CAREER EDUCATION CORPORATION |
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| By: | | /s/ Jeffrey D. Ayers |
| | Jeffrey D. Ayers Senior Vice President, General Counsel and Corporate Secretary |
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| Dated: | | March 1, 2018 |
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