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): June 30, 2020
American Public Education, Inc.
(Exact name of registrant as specified in charter)
| | | | | |
| Delaware | | 001-33810 | | 01-0724376 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | |
111 W. Congress Street Charles Town, West Virginia | | 25414 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: 304-724-3700
N/A
(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 communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | ¨ | Pre-commencement communication 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(s) | Name of each exchange on which registered |
| Common Stock, $.01 par value | APEI | Nasdaq Global Select Market |
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 June 30, 2020, American Public Education, Inc. (the “Company”) and its wholly owned subsidiary, American Public University System (“APUS”), entered into an Amendment to Amended and Restated Employment Agreement (the “Amendment”) with Dr. Wallace E. Boston, the President of APUS. The Amendment amends the Amended and Restated Employment Agreement, dated August 21, 2019, by and among the Company, APUS, and Dr. Boston, which had contemplated that Dr. Boston would retire as APUS President on June 30, 2020. Pursuant to the Amendment, Dr. Boston will now retire as APUS President on the earlier of (a) August 29, 2020 and (b) the date the employment of Dr. Boston’s successor as President of APUS begins. The foregoing summary of the Amendment is qualified in its entirety by the text of the Amendment, a copy of which will be filed with the Company’s quarterly report on Form 10-Q for the period ended June 30, 2020.
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.
| | American Public Education, Inc. | |
| | | | |
| Date: July 7, 2020 | | | |
| | By: | /s/ Richard W. Sunderland, Jr. | |
| | | Richard W. Sunderland, Jr. | |
| | | Executive Vice President and Chief Financial Officer | |
