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 3, 2016
Capella Education Company
(Exact name of registrant as specified in its charter)
| Minnesota | 001-33140 | 41-1717955 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
225 South 6th Street, 9th Floor Minneapolis, Minnesota | 55402 | |
| (Address of principal executive offices) | (Zip Code) | |
Registrant’s telephone number, including area code (888) 227-3552
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):
| ¨ | Written communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | 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. |
On May 3, 2016, we held our annual meeting of shareholders in Minneapolis, Minnesota. Set forth below are the final voting results on each matter submitted to a vote of security holders at our annual meeting. Each proposal is described in detail in our Proxy Statement filed on March 22, 2016.
Proposal No. 1 Proposal to elect 11 directors to serve until the next annual meeting of shareholders and until their successors have been duly elected and qualified. The following directors were elected by the votes listed below:
| Director's Name | For | Withhold Authority | Broker Non-Votes |
| Rita D. Brogley | 10,514,687 | 114,778 | 342,072 |
| H. James Dallas | 10,575,424 | 54,041 | 342,072 |
| Matthew W. Ferguson | 10,575,424 | 54,041 | 342,072 |
| J. Kevin Gilligan | 10,261,370 | 368,095 | 342,072 |
| Michael A. Linton | 10,514,687 | 114,778 | 342,072 |
| Michael L. Lomax* | 3,088,418 | 7,541,047 | 342,072 |
| Jody G. Miller | 10,448,494 | 180,971 | 342,072 |
| Stephen G. Shank | 10,160,266 | 469,199 | 342,072 |
| David W. Smith | 10,387,973 | 241,492 | 342,072 |
| Jeffrey W. Taylor | 10,387,973 | 241,492 | 342,072 |
| Darrell R. Tukua | 10,451,872 | 177,593 | 342,072 |
*Dr. Lomax received fewer votes than other directors, due to Dr. Lomax attending slightly less than 75% of the total of all board and committee meetings, as disclosed in our Proxy Statement. The board considered the significant contributions Dr. Lomax makes to the board and his commitment to ensure his participation in future board meetings. In addition, we are taking steps to improve our process around director attendance, particularly in the context of setting special meetings. Accordingly, the board believes that Dr. Lomax’s continued service on the board is in our shareholders’ best interests and does not foresee future concerns about Dr. Lomax’s meeting attendance.
Proposal No. 2 Proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016. The proposal passed based on the votes listed below.
| For | Against | Abstain | |
| Total Shares Voted | 10,816,042 | 154,043 | 1,452 |
Proposal No. 3 Proposal to approve, on an advisory basis, the compensation of our named executive officers as disclosed in our Proxy Statement. The proposal passed based on the votes listed below
| For | Against | Abstain | Broker Non-Votes | |
| Total Shares Voted | 10,008,731 | 615,736 | 4,998 | 342,072 |
Proposal No. 4 Proposal to re-approve the Company Incentive Bonus Plan as disclosed in our Proxy Statement. The proposal passed based on the votes listed below.
| For | Against | Abstain | Broker Non-Votes | |
| Total Shares Voted | 10,374,574 | 189,816 | 65,075 | 342,072 |
As of the close of business on the record date for the meeting, which was March 7, 2016, there were 11,755,330 shares of common stock outstanding and entitled to vote at the meeting. Each share of common stock was entitled to one vote per share.
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, thereunto duly authorized.
| CAPELLA EDUCATION COMPANY | ||||||
| Date: May 3, 2016 | By | /s/ Renee L. Jackson | ||||
| Renee L. Jackson | ||||||
| Vice President and General Counsel | ||||||