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 20, 2022
American Public Education, Inc.
(Exact name of registrant as specified in its 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
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(s) | Name of each exchange on which registered |
| Common Stock, $0.01 par value per share | 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. |
As noted in Item 5.07 below, at the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of American Public Education, Inc. (the “Company”), upon recommendation of the Board of Directors of the Company (the “Board”), the Company’s stockholders approved an amendment to the American Public Education, Inc. 2017 Omnibus Incentive Plan, as previously amended (the “2017 Plan”), to increase the number of shares of Company common stock available for issuance thereunder by 1,125,000 and to clarify provisions on vesting in dividends or dividend equivalent rights paid on unvested awards and the determination of fair market value (the “Plan Amendment”).
Descriptions of the 2017 Plan and the Plan Amendment are set forth on pages 73 through 82 of the Company’s definitive proxy statement on Schedule 14A for the Annual Meeting that was filed with the Securities and Exchange Commission on April 1, 2022 (the “Proxy Statement”), and such descriptions are incorporated by reference herein. The descriptions are qualified by reference to the full text of the Plan attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 15, 2017, Amendment Number One thereto attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 18, 2020, and the Plan Amendment attached as Exhibit 10.1 to this Current Report on Form 8-K, each of which is incorporated by reference herein.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Annual Meeting was held on May 20, 2022. As of March 25, 2022, the date of record for determining the stockholders entitled to vote on the proposals presented at the Annual Meeting, there were 18,856,352 shares of Company common stock issued and outstanding and entitled to be voted at the Annual Meeting. The holders of 17,812,304 shares of the Company’s issued and outstanding common stock were represented in person or by proxy at the Annual Meeting, constituting a quorum. The proposals are described in detail in the Proxy Statement. The vote results detailed below represent final results as certified by the inspector of elections.
Proposal No. 1 – Election of Directors.
The Company’s stockholders elected the following persons, who were listed in the Proxy Statement, to the Board to hold office for the term expiring at the Company’s 2023 Annual Meeting of Stockholders, and until each such person’s successor is elected and qualified or until the person’s earlier death, resignation or removal:
| | | Votes For | | | Votes Against | | | Abstentions | | | Broker
Non-Votes | |
| Eric C. Andersen | | | 16,770,402 | | | | 122,654 | | | | 286 | | | | 918,962 | |
| Granetta B. Blevins | | | 16,772,771 | | | | 115,426 | | | | 5,145 | | | | 918,962 | |
| Anna M. Fabrega | | | 16,772,772 | | | | 115,425 | | | | 5,145 | | | | 918,962 | |
| Jean C. Halle | | | 16,390,009 | | | | 503,207 | | | | 126 | | | | 918,962 | |
| Barbara L. Kurshan | | | 16,752,862 | | | | 140,353 | | | | 127 | | | | 918,962 | |
| Daniel S. Pianko | | | 16,777,714 | | | | 115,342 | | | | 286 | | | | 918,962 | |
| William G. Robinson, Jr. | | | 16,771,583 | | | | 121,472 | | | | 287 | | | | 918,962 | |
| Angela K. Selden | | | 16,766,385 | | | | 126,831 | | | | 126 | | | | 918,962 | |
| Vincent R. Stewart | | | 16,765,383 | | | | 116,453 | | | | 11,506 | | | | 918,962 | |
Proposal No. 2 – Approval of the Plan Amendment.
The Company’s stockholders approved the Plan Amendment. The votes regarding this proposal were as follows:
| Votes For | | | Votes Against | | | Abstentions | | | Broker Non-Votes | |
| | 16,105,822 | | | | 727,762 | | | | 59,758 | | | | 918,962 | |
Proposal No. 3 – Advisory Vote on the Compensation of Our Named Executive Officers.
The Company’s stockholders approved, in an advisory (non-binding) vote, the compensation of the Company’s named executive officers. The votes regarding this proposal were as follows:
| Votes For | | | Votes Against | | | Abstentions | | | Broker Non-Votes | |
| | 16,672,313 | | | | 160,334 | | | | 60,695 | | | | 918,962 | |
Proposal No. 4 – Ratification of Appointment of Independent Registered Public Accounting Firm.
The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. The votes regarding this proposal were as follows:
| Votes For | | | Votes Against | | | Abstentions | | | Broker Non-Votes | |
| | 17,800,854 | | | | 11,449 | | | | 1 | | | | - | |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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: May 24, 2022 | By: | /s/ Richard W. Sunderland, Jr. | |
| | | | Richard W. Sunderland, Jr., Executive Vice President and Chief Financial Officer | |
