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 3, 2011
| ITT EDUCATIONAL SERVICES, INC. |
| (Exact name of registrant as specified in its charter) |
| Delaware | | 1-13144 | | 36-2061311 |
| (State or other | | (Commission | | (IRS Employer |
| jurisdiction of | | File Number) | | Identification No.) |
| incorporation) | | | | |
| 13000 North Meridian Street |
| Carmel, Indiana 46032-1404 |
| (Address of principal executive offices) (Zip Code) |
Registrant's telephone number, including area code: (317) 706-9200 |
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. |
ITT Educational Services, Inc.’s (the “Company”) 2011 Annual Meeting of Shareholders was held on May 3, 2011 to:
| · | ratify the appointment of PricewaterhouseCoopers LLP (“PWC”) by the Audit Committee of the Company’s Board of Directors to serve as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2011; |
| · | hold an advisory vote on the compensation paid to the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, in the Proxy Statement for the Company’s 2011 Annual Meeting of Shareholders; and |
| · | hold an advisory vote as to whether future shareholder votes to approve the compensation paid to the Company’s named executive officers should occur every one, two or three years. |
Proposal 1: At the Company’s 2011 Annual Meeting of Shareholders, the shareholders elected the following persons to serve as directors in the second class of the Company’s Board of Directors, each to hold office for the term of three years and until his successor is elected and has qualified:
Second Class - Term expiring at 2014 Annual Meeting
The final results of the vote taken at the Company’s 2011 Annual Meeting of Shareholders for the director nominees were as follows:
| | Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| John E. Dean | 23,251,052 | | 180,970 | | 20,980 | | 2,531,670 |
| James D. Fowler, Jr. | 22,681,150 | | 752,641 | | 19,211 | | 2,531,670 |
| Vin Weber | 23,252,307 | | 180,152 | | 20,543 | | 2,531,670 |
The directors who continued in office after the Company’s 2011 Annual Meeting of Shareholders are as follows:
First Class - Term expiring at 2013 Annual Meeting
Second Class - Term expiring at 2014 Annual Meeting
Third Class - Term expiring at 2012 Annual Meeting
Proposal 2: At the Company’s 2011 Annual Meeting of Shareholders, the shareholders ratified the appointment of PWC to serve as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2011. The final results of the vote taken at that meeting ratifying the appointment of PWC were as follows:
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 25,886,403 | | 66,655 | | 31,614 | | 0 |
Proposal 3: At the Company’s 2011 Annual Meeting of Shareholders, the shareholders cast their votes with respect to the advisory vote on the compensation paid to the Company’s named executive officers as follows:
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 14,181,181 | | 9,129,608 | | 142,213 | | 2,531,670 |
Proposal 4: At the Company’s 2011 Annual Meeting of Shareholders, the shareholders cast their votes with respect to the advisory vote on the frequency of future shareholder votes to approve the compensation paid to the Company’s named executive officers as follows:
| One Year | | Two Years | | Three Years | | Abstentions | | Broker Non-Votes |
| 18,428,441 | | 34,257 | | 4,888,985 | | 101,319 | | 2,531,670 |
In light of the votes on this matter, in which the choice receiving the highest number of votes was “one year,” the Company’s Board of Directors has determined that it will hold future shareholder advisory votes on executive compensation on an annual basis.
SIGNATURE
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.
Date: May 5, 2011
ITT Educational Services, Inc.
By: /s/ Clark D. Elwood
Name: Clark D. Elwood
Title: Executive Vice President, Chief
Administrative and Legal Officer
