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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 21, 2021

 

American Public Education, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   001-33810   01-0724376
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

111 W. Congress Street

Charles Town, West Virginia

  25414
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: 304-724-3700

 

                                              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:

 

  ¨ 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 class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.01 par value per share APEI Nasdaq Global Select Market

 

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 5.07Submission of Matters to a Vote of Security Holders.

 

The 2021 Annual Meeting of Stockholders (the “Annual Meeting”) of American Public Education, Inc. (the “Company”) was held on May 21, 2021. As of March 25, 2021, the date of record for determining the stockholders entitled to vote on the proposals presented at the Annual Meeting, there were 18,671,101 shares of Company common stock issued and outstanding and entitled to vote at the Annual Meeting. The holders of 16,651,713 shares of the Company’s issued and outstanding common stock were represented in person or by proxy at the Annual Meeting, constituting a quorum. The proposals are described in detail in the Company’s definitive proxy statement on Schedule 14A filed on April 9, 2021 (the “Proxy Statement”). The vote results detailed below represent final results as certified by the inspector of elections.

 

Proposal No. 1 – Election of Directors.

 

The Company’s stockholders elected the following persons, who were listed in the Proxy Statement, to the Board to hold office for the term expiring at the 2022 Annual Meeting of Stockholders and until each such person’s successor is elected and qualified or until his or her earlier death, resignation or removal:

 

  Votes For Votes Against Abstentions Broker Non-Votes
Eric C. Andersen 15,631,486 170,416 87,033 762,778
Granetta B. Blevins 15,851,256 16,963 20,716 762,778
Jean C. Halle 15,406,325 461,894 20,716 762,778
Barbara L. Kurshan 15,664,060 204,159 20,716 762,778
Timothy J. Landon 15,434,204 367,669 87,062 762,778
Daniel S. Pianko 15,851,800 16,258 20,877 762,778
William G. Robinson, Jr. 15,327,326 533,132 28,477 762,778
Angela K. Selden 15,791,679 76,569 20,687 762,778
Vincent R. Stewart 15,863,724 4,335 20,876 762,778

 

Proposal No. 2 – Advisory Vote on the Compensation of Our Named Executive Officers.

 

The Company’s stockholders approved, in an advisory (non-binding) vote, the compensation of the Company’s named executive officers. The votes regarding this proposal were as follows:

 

Votes For Votes Against Abstentions Broker Non-Votes
13,418,770 2,437,259 32,906 762,778

 

Proposal No. 3 – Ratification of Appointment of Independent Registered Public Accounting Firm.

 

The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021. The votes regarding this proposal were as follows:

 

Votes For Votes Against Abstentions Broker Non-Votes
16,334,030 296,928 20,755 -

 

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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.

 

  American Public Education, Inc.
     
  By:  /s/ Richard W. Sunderland, Jr.
    Richard W. Sunderland, Jr.
    Executive Vice President and Chief Financial Officer
     
Date: May 25, 2021    

 

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