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 19, 2005
Education Management Corporation
(Exact Name of Registrant as Specified in Charter)
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Pennsylvania
(State or Other Jurisdiction
of incorporation) | | 000-21363
(Commission File Number) | | 25-1119571
(IRS Employer
Identification No.) |
| | | |
210 Sixth Avenue, Pittsburgh, Pennsylvania
(Address of Principal Executive Offices) | | 15222
(Zip Code) |
Registrant’s telephone number, including area code:(412) 562-0900
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):
| | o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| | o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| | o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| | o Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02. –Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
| (b) | On May 19, 2005, James S. Pasman, Jr., age 74, informed Education Management Corporation (the “Company”) that he did not intend to stand for re-election to the Company’s Board of Directors at the 2005 annual meeting of shareholders currently scheduled for November 2005. The Board of Directors appointed Michael J. Emmi to replace Mr. Pasman as head of the Nominating and Governance Committee of the Board of Directors and Robert H. Atwell to serve as Lead Director. The Company’s Lead Director presides over meetings of non-management directors. Mr. Pasman will continue to serve as a director of the Company and on the Audit and Nominating and Goverance Committees of the Board of Directors until the 2005 annual shareholders meeting. |
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.
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| | EDUCATION MANAGEMENT CORPORATION
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| | By: | /s/ ROBERT T. MCDOWELL |
| | | Robert T. McDowell |
| | | Executive Vice President and Chief Financial Officer |
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Dated: May 24, 2005
