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): | April 2, 2020 |
K12 Inc. | ||
(Exact name of registrant as specified in its charter) |
Delaware | 001-33883 | 95-4774688 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
2300 Corporate Park Drive, Herndon, Virginia | 20171 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: | (703) 483-7000 |
Not Applicable | ||
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 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))
Securities registered pursuant to Section 12(b) of the Act: | ||
Title of each class | Trading Symbol | Name of each exchange on which registered |
Common Stock, $0.0001 par value | LRN | New York Stock Exchange (NYSE) |
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.
On April 2, 2020, the Board of Directors (the “Board”) of K12 Inc. (the “Company”) appointed, upon the recommendation of the Nominating and Corporate Governance Committee of the Board, Victoria Harker to serve as a member of the Board effective immediately. The Board also appointed Ms. Harker to serve on the Audit Committee of the Board. In connection with the appointment, the Board approved, effective immediately, an increase in the size of the Board from nine members to ten members.
There are no arrangements or understandings between Ms. Harker and any other person pursuant to which Ms. Harker was selected as a director of the Company. Ms. Harker will serve as a director of the Company until the next annual meeting of stockholders of the Company and until her successor is elected and qualified or until her earlier resignation, death or removal.
Ms. Harker will be compensated in accordance with the Company’s Amended Non-Employee Directors Compensation Plan (the “Plan”) in effect from time to time. Based on the Plan, Ms. Harker will receive an annual award of restricted stock equivalent to $145,000 and an annual cash retainer of $70,000 for service as a member of the Board, prorated for the period from the date of appointment to December 31, 2020.
Item 7.01. Regulation FD Disclosure.
On April 6, 2020, the Company issued a press release announcing the appointment of Ms. Harker to the Board. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |
99.1 | Press release of K12 Inc. dated April 6, 2020 | |
104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) |
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.
K12 Inc. | |||
Date: April 6, 2020 | By: | /s/ Vincent W. Mathis | |
Name: | Vincent W. Mathis | ||
Title: | Executive Vice President, General Counsel and Secretary | ||