American Public Education Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
UNITED STATES
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CURRENT REPORT
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| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As noted in Item 5.07 below, at the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of American Public Education, Inc. (the “Company”), upon recommendation of the Board of Directors of the Company (the “Board”), the Company’s stockholders approved an amendment to the American Public Education, Inc. 2017 Omnibus Incentive Plan, as amended, to increase the number of shares available for issuance thereunder by 1,200,000 and to remove the fungible share ratio applicable to certain new full-value equity awards (the “Plan Amendment”).
A description of the Plan Amendment is set forth on pages 34 through 44 of the Definitive Proxy Statement on Schedule 14A for the Annual Meeting filed with the Securities and Exchange Commission on April 8, 2025 (the “Proxy Statement”), and such description is incorporated by reference herein. The description is qualified by reference to the full text of the Plan Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Annual Meeting was held on May 23, 2025. As of March 27, 2025, the date of record for determining the stockholders entitled to vote on the proposals presented at the Annual Meeting, there were 18,036,421 shares of the Company’s common stock, $0.01 par value per share (“Common Stock”), issued and outstanding and entitled to vote at the Annual Meeting. The holders of 15,319,981 shares of issued and outstanding Common Stock were represented in person or by proxy at the Annual Meeting, constituting a quorum. 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 a term expiring at the 2026 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 | |||||||||||||
| Granetta B. Blevins | 13,557,659 | 298,054 | 2,571 | 1,461,697 | ||||||||||||
| Michael D. Braner | 13,801,916 | 54,879 | 1,489 | 1,461,697 | ||||||||||||
| Anna M. Fabrega | 13,799,501 | 56,199 | 2,584 | 1,461,697 | ||||||||||||
| James Kenigsberg | 13,553,940 | 302,255 | 2,089 | 1,461,697 | ||||||||||||
| Daniel S. Pianko | 13,558,214 | 298,597 | 1,473 | 1,461,697 | ||||||||||||
| Angela K. Selden | 13,794,790 | 62,019 | 1,475 | 1,461,697 | ||||||||||||
| Richard J. Statuto | 13,837,172 | 19,624 | 1,488 | 1,461,697 | ||||||||||||
Proposal No. 2 – Approval of the Plan Amendment.
The Company’s stockholders approved the Plan Amendment. The votes regarding this proposal were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 12,958,702 | 896,788 | 2,794 | 1,461,697 |
Proposal No. 3 – Advisory Vote on the Compensation Paid to Our Named Executive Officers.
The Company’s stockholders approved, by a non-binding advisory vote, the compensation paid to the Company’s named executive officers. The votes regarding this proposal were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 12,943,411 | 719,989 | 194,884 | 1,461,697 |
Proposal No. 4 – 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, 2025. The votes regarding this proposal were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 15,205,381 | 110,805 | 3,795 | 0 |
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 10.1 | Amendment Number Four to the American Public Education, Inc. 2017 Omnibus Incentive Plan | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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. | ||
| Date: May 27, 2025 | By: | /s/ Richard W. Sunderland, Jr. |
| Richard W. Sunderland, Jr. | ||
| Executive Vice President and Chief Financial Officer | ||