UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): February 1, 2016
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McGraw-Hill Global Education Intermediate Holdings, LLC |
| (Exact name of registrant as specified in its charter) |
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Delaware |
| (State or other jurisdiction of incorporation) |
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| 333-193697-01 | | 80-0899362 |
| (Commission File Number) | | (IRS Employer Identification No.) |
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2 Penn Plaza New York, NY | | 10121 |
| (Address of Principal Executive Offices) | | (Zip Code) |
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(646) 766-2626 |
| (Registrant’s telephone number, including area code) |
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| (Former name or former address, if changed since last report) |
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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 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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
The board of directors (the “Board”) of McGraw-Hill Education, Inc., the indirect parent of McGraw-Hill Global Education Intermediate Holdings, LLC (the “Company”), manages the general course of the Company’s affairs and business. Effective February 1, 2016, the Board increased its size from eight to nine directors and appointed Jonathan D. Mariner as a director.
Mr. Mariner has been appointed Chairman of the Audit Committee of the Board effective as of March 1, 2016, replacing Mark Wolsey-Paige who will remain as a member of the Audit Committee.
Mr. Mariner is entitled to receive an annual cash retainer of $60,000 as consideration for his membership on the Board, plus an additional annual cash retainer of $15,000 as consideration for his service as Chairman of the Audit Committee of the Board.
A copy of the press release relating to Mr. Mariner’s appointment is being furnished as Exhibit 99.1 to this Current Report on Form 8-K. Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the Exchange Act) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933 or the Exchange Act.
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| Item 9.01 | Financial Statements and Exhibits. |
(d) - Exhibits
The following exhibits are being furnished with this Current Report on Form 8-K.
99.1 Press release dated February 1, 2016
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.
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| | McGraw-Hill Global Education Intermediate Holdings, LLC | |
| | By: | /s/ David Stafford | |
| | | Name: David Stafford | | |
| | | Title: Senior Vice President and General Counsel | | |
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Dated: February 1, 2016
EXHIBIT INDEX
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| 99.1 | Press release dated February 1, 2016 |
