nni-20200522
0001258602false00012586022020-05-222020-05-22

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 22, 2020

NELNET, INC.
(Exact name of registrant as specified in its charter)
Nebraska001-3192484-0748903
(State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

121 South 13th Street, Suite 100
Lincoln,Nebraska68508
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code (402) 458-2370
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:
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Class A Common Stock, Par Value 00012586022020-05-222020-05-22

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 22, 2020

NELNET, INC.
(Exact name of registrant as specified in its charter)
Nebraska001-3192484-0748903
(State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

121 South 13th Street, Suite 100
Lincoln,Nebraska68508
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code (402) 458-2370
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:
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Class A Common Stock, Par Value $0.01 per ShareNNINew York Stock Exchange
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 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its 2020 annual meeting of shareholders on May 22, 2020. At the meeting, the following proposals were submitted to a vote of our shareholders, with the voting results indicated below:

Proposal 1: Election of Directors. Our shareholders elected the following three Class III directors to hold office until the 2023 annual meeting of shareholders and until their successors have been duly elected or appointed.

ForAgainstAbstainBroker
Non-Votes
Kathleen A. Farrell136,638,892  187,059  36,607  1,284,193  
David S. Graff136,167,452  652,807  42,299  1,284,193  
Thomas E. Henning136,572,140  276,089  14,329  1,284,193  

Proposal 2: Ratification of the appointment of KPMG LLP. Our shareholders ratified the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2020.
ForAgainstAbstainBroker
Non-Votes
137,939,004  194,851  12,896  —  

Proposal 3: Advisory vote on executive compensation. Our shareholders approved, by an advisory vote, the compensation of our named executive officers as disclosed in the proxy statement for the annual meeting.

ForAgainstAbstainBroker
Non-Votes
136,529,560  271,352  61,646  1,284,193  

Item 8.01 Other Events.

On May 27, 2020, Nelnet, Inc. (the “Company”) repurchased, in a privately negotiated transaction under the Company’s existing stock repurchase program, a total of 100,000 shares of the Company’s Class A common stock (the “Repurchased Shares”) from Shelby J. Butterfield, a significant shareholder of the Company. The shares were repurchased at a discount to the closing market price of the Company's Class A common stock as of May 27, 2020, and the transaction was separately approved by the Company’s Board of Directors. Immediately prior to the Company’s repurchase of the Repurchased Shares, the Repurchased Shares were shares of the Company’s Class B common stock that Ms. Butterfield converted to shares of Class A common stock.




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.
Dated: May 28, 2020
NELNET, INC.
By: /s/ JAMES D. KRUGER
Name: James D. Kruger
Title: Chief Financial Officer


NNINew York Stock Exchange
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 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its 2020 annual meeting of shareholders on May 22, 2020. At the meeting, the following proposals were submitted to a vote of our shareholders, with the voting results indicated below:

Proposal 1: Election of Directors. Our shareholders elected the following three Class III directors to hold office until the 2023 annual meeting of shareholders and until their successors have been duly elected or appointed.

ForAgainstAbstainBroker
Non-Votes
Kathleen A. Farrell136,638,892  187,059  36,607  1,284,193  
David S. Graff136,167,452  652,807  42,299  1,284,193  
Thomas E. Henning136,572,140  276,089  14,329  1,284,193  

Proposal 2: Ratification of the appointment of KPMG LLP. Our shareholders ratified the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2020.
ForAgainstAbstainBroker
Non-Votes
137,939,004  194,851  12,896  —  

Proposal 3: Advisory vote on executive compensation. Our shareholders approved, by an advisory vote, the compensation of our named executive officers as disclosed in the proxy statement for the annual meeting.

ForAgainstAbstainBroker
Non-Votes
136,529,560  271,352  61,646  1,284,193  

Item 8.01 Other Events.

On May 27, 2020, Nelnet, Inc. (the “Company”) repurchased, in a privately negotiated transaction under the Company’s existing stock repurchase program, a total of 100,000 shares of the Company’s Class A common stock (the “Repurchased Shares”) from Shelby J. Butterfield, a significant shareholder of the Company. The shares were repurchased at a discount to the closing market price of the Company's Class A common stock as of May 27, 2020, and the transaction was separately approved by the Company’s Board of Directors. Immediately prior to the Company’s repurchase of the Repurchased Shares, the Repurchased Shares were shares of the Company’s Class B common stock that Ms. Butterfield converted to shares of Class A common stock.




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.
Dated: May 28, 2020
NELNET, INC.
By: /s/ JAMES D. KRUGER
Name: James D. Kruger
Title: Chief Financial Officer



v3.20.1
Document
May 22, 2020
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date May 22, 2020
Entity Registrant Name NELNET, INC
Entity Central Index Key 0001258602
Entity Incorporation, State or Country Code NE
Entity File Number 001-31924
Entity Tax Identification Number 84-0748903
Entity Address, Address Line One 121 South 13th Street, Suite 100
Entity Address, City or Town Lincoln,
Entity Address, State or Province NE
Entity Address, Postal Zip Code 68508
City Area Code 402
Local Phone Number 458-2370
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A Common Stock, Par Value $0.01 per Share
Trading Symbol NNI
Security Exchange Name NYSE
Entity Emerging Growth Company false