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 13, 2020
American Public Education, Inc.
(Exact name of registrant as specified in charter)
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Delaware | | 001-33810 | | 01-0724376 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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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:
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| ☐ | Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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 13, 2020, the Board of Directors (the “Board”) of American Public Education, Inc. (the “Company”) appointed Granetta B. Blevins and Daniel S. Pianko each to serve as a director of the Company until the Company’s 2021 Annual Meeting of Stockholders and until a successor is duly elected and qualified. Ms. Blevins has also been appointed as a member of the audit committee of the Board, and Mr. Pianko is expected to be appointed to the transaction review committee of the Board.
Ms. Blevins and Mr. Pianko will be compensated for their service on the Board in accordance with the Company’s non-employee director compensation policy, a description of which is included on pages 28 and 29 of the Company’s definitive proxy statement for its 2020 Annual Meeting of Stockholders filed on April 3, 2020 and incorporated herein by reference. Additionally, in connection with their appointments to the Board, the Company is entering into the Company’s standard indemnification agreement for executive officers and directors.
Item 7.01 | Regulation FD Disclosure. |
On June 15, 2020, the Company issued a press release announcing the appointment of Ms. Blevins and Mr. Pianko to the Board. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
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. | |
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| By: | /s/ Richard W. Sunderland, Jr. | |
| | Richard W. Sunderland, Jr. | |
| | Executive Vice President and Chief Financial Officer | |
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Date: June 15, 2020 | | | |
