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 8, 2012
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 (see General Instruction A.2. below):
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| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 8, 2012, 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 23, 2012 for our for 2012 annual meeting.
Proposal No. 1 The election of 11 Directors to serve one-year terms
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| Director's Name | For | Withhold Authority | Broker Non-Votes |
| J. Kevin Gilligan | 11,439,302 |
| 124,354 |
| 642,498 |
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| Mark N. Greene | 11,555,785 |
| 7,871 |
| 642,498 |
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| Michael A. Linton | 11,418,302 |
| 145,354 |
| 642,498 |
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| Michael L. Lomax | 11,475,765 |
| 87,891 |
| 642,498 |
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| Jody G. Miller | 10,713,186 |
| 850,470 |
| 642,498 |
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| Hilary C. Pennington | 11,555,795 |
| 7,861 |
| 642,498 |
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| Stephen G. Shank | 11,551,409 |
| 12,247 |
| 642,498 |
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| Andrew M. Slavitt | 11,413,302 |
| 150,354 |
| 642,498 |
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| David W. Smith | 11,403,690 |
| 159,966 |
| 642,498 |
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| Jeffrey W. Taylor | 11,418,258 |
| 145,398 |
| 642,498 |
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| Darrell R. Tukua | 11,555,301 |
| 8,355 |
| 642,498 |
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Proposal No. 2 To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ended December 31, 2012
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| | For | Against | Abstain |
| Total Shares Voted | 12,165,934 |
| 38,724 |
| 1,496 |
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Proposal No. 3 Advisory vote on the executive compensation of our named executive officers
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| | For | Against | Abstain | Broker Non-Votes |
| Total Shares Voted | 9,855,506 |
| 1,241,556 |
| 8,140 |
| 642,498 |
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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, thereunto duly authorized.
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| | | | | CAPELLA EDUCATION COMPANY |
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| Date: May 11, 2012 | | | | By | | /s/ Gregory W. Thom |
| | | | | | | Gregory W. Thom |
| | | | | | | Senior Vice President, General Counsel and Secretary |
