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)
November 3, 2011
DEVRY INC.
(Exact name of registrant as specified in its charter)
| Delaware | 1-13988 | 36-3150143 | ||
| (State of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
3005 Highland Parkway Downers Grove, Illinois | 60515 | |
| (Address of principal executive offices) | (Zip Code) |
(630) 515-7700
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2. below):
| ¨ | 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)) |
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
DeVry Inc. (“DeVry”) held its Annual Meeting of Shareholders on November 3, 2011. For more information on the proposals presented at the meeting, see the Proxy Statement, the relevant portions of which are incorporated herein by reference.
The shareholders elected each of the five nominees as Class II Directors to serve until the 2014 Annual Meeting of Shareholders or until their successors are elected and qualified:
| Director | Affirmative Votes | Votes Withheld | Broker Non-Votes | |||||||
| Christopher B. Begley | 54,844,238 | 481,517 | 3,825,676 | |||||||
| David S. Brown | 52,509,548 | 2,816,207 | 3,825,676 | |||||||
| Gary Butler | 52,581,926 | 2,743,829 | 3,825,676 | |||||||
| Lisa W. Pickrum | 53,813,929 | 1,511,826 | 3,825,676 | |||||||
| Fernando Ruiz | 53,812,521 | 1,513,234 | 3,825,676 | |||||||
The shareholders ratified the appointment of PricewaterhouseCoopers, LLP as the independent registered public accounting firm for DeVry for the year 2012:
| Affirmative Votes | Votes Against | Abstain | Broker Non-Votes | |||||||
| 58,521,601 | 624,355 | 5,475 | 0 | |||||||
The shareholders in an advisory vote approved the compensation of DeVry’s named executive officers, as described in DeVry’s Proxy Statement:
| Affirmative Votes | Votes Against | Abstain | Broker Non-Votes | |||||||
| 53,994,745 | 1,212,283 | 118,727 | 3,825,676 | |||||||
The shareholders voted as follows on the advisory vote on the frequency of an advisory vote on the compensation of DeVry’s named executive officers, as described in DeVry’s Proxy Statement:
| Yearly | Every Two Years | Every Three Years | Abstain | Broker Non-Votes | |||||||||
| 51,675,337 | 318,833 | 3,259,910 | 71,675 | 3,825,676 | |||||||||
In accordance with the Board of Directors’ recommendation and the voting results on this advisory proposal, the Board of Directors has determined that DeVry will hold future advisory votes on executive compensation annually.
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.
| DEVRY INC. | |||
| (Registrant) | |||
| Date: November 3, 2011 | |||
| By: | /s/ Richard M. Gunst | ||
| Richard M. Gunst | |||
| Senior Vice President, Chief Financial Officer and Treasurer | |||