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 13, 2008
Capella Education Company
(Exact name of Registrant as specified in its charter)
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| Minnesota | | 001-33140 | | 41-1717955 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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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 (seeGeneral 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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 13, 2008, the Company’s shareholders approved the Capella Education Company Annual Incentive Bonus Plan (the “Plan”). Under the Plan, cash incentive payouts may be earned by the participants, which include all of the Company’s executive officers. The Plan gives the Compensation Committee of the Company’s Board of Directors discretion to choose one or more appropriate performance targets by which to measure the performance of the Company’s management level employees, with the exception of the chief executive officer, in any given performance period. The Executive Committee of the Board of Directors has discretion with regard to awards made to the Company’s chief executive officer. The Plan is a multi-year plan that can be used for awards in 2009 and future years.
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.
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| | CAPELLA EDUCATION COMPANY |
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| Date: May 19, 2008 | | By | | /s/ Gregory W. Thom |
| | | | Gregory W. Thom |
| | | | Vice President, General Counsel and Secretary |
