8-K

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) March 17, 2011

Career Education Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware	0-23245	36-3932190
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
231 North Martingale Road Schaumburg, IL		60173
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code (847) 781-3600

Not Applicable

(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 (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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers, Compensatory Arrangements of Certain Officers.

(b) On March 17, 2011, Edward A. Snyder, one of the directors of Career Education Corporation (the “Company”), notified the Company’s Board of Directors of his intention not to stand for re-election at the Company’s Annual Meeting of Stockholders scheduled for May 19, 2011. Mr. Snyder also serves as a member of the Board’s Audit and Compliance Committees. Mr. Snyder advised the Company that his decision was not based on any disagreement with the Company, its management or its other directors. The Board intends to reduce its size to eight members effective as of the 2011 Annual Meeting.

A copy of the press release on this topic is attached hereto as Exhibit 99.1 and the information contained therein is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description of Exhibit
99.1	Press release of Registrant, dated March 17, 2011, announcing that Edward A. Snyder will not stand for re-election at the Company’s Annual Meeting of Stockholders scheduled for May 19, 2011.

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.

CAREER EDUCATION CORPORATION

/s/ Jeffrey D. Ayers

Jeffrey D. Ayers

Senior Vice President, General Counsel and Corporate Secretary

Dated: March 17, 2011

EX-99.1

Exhibit 99.1

CONTACT:

Mark Spencer

847.585.3802

mdspencer@careered.com

Edward A. Snyder Not Standing For Re-election to Career Education Corporation Board of Directors

Schaumburg, Ill., March 17, 2011 – Career Education Corporation (CEC) (NASDAQ: CECO), a global provider of post-secondary education programs and services, announced today that Edward (Ted) A. Snyder has decided not to stand for re-election to the company’s board of directors.

Previously the dean of the University of Chicago Booth School of Business, now on academic leave from the university for the 2010-11 school year, Snyder will become dean of the Yale School of Management on July 1, 2011. Snyder joined the CEC board in March 2008. He was dean of the Chicago Booth School of Business from July 2001 to June 2010.

“I am excited about the opportunity to lead the Yale School of Management. At the same time, I recognize that my new responsibilities will require a high level of effort and will entail a demanding schedule – especially in the next few years. For this reason, I do not have sufficient time to serve on the CEC board going forward,” Snyder said. “I’ve enjoyed my role on CEC’s board of directors and have learned greatly from the experience. It is clear to me that career-focused private sector education is an important component to developing our nation’s human capital.”

Snyder will continue serving until the company’s annual shareholder meeting on May 19, at which point the total number of board seats will be reduced by one to eight. All other current company directors have been nominated for re-election.

“Ted has brought invaluable counsel at a critical time to our board. His background as an economist and an academic, as well as his experience here in Chicago leading one of the world’s most respected graduate schools of business, provided us with unique perspectives,” said Steven H. Lesnik, chairman of the board. “I hope Ted will still occasionally offer us his thoughts on the role of private sector education in our society. We wish Ted well as he embarks on an exciting new challenge at Yale.”

Gary E. McCullough, president and chief executive officer of CEC added, “Ted has been a strong director. I valued the wisdom he brought to our board over the critical past three years. I wish to thank him for his commitment to our company, our schools and our students.”

About Career Education Corporation

The colleges, schools and universities that are part of the Career Education Corporation (“CEC”) family offer high-quality education to a diverse student population of more than 116,000 students across the world in a variety of career-oriented disciplines through online, on-ground and hybrid learning program offerings. The more than 90 campuses that serve these students are located throughout the United States and in France, Italy, the United Kingdom and Monaco, and offer doctoral, master’s, bachelor’s and associate degrees and diploma and certificate programs.

CEC is an industry leader whose institutions are recognized globally. Those institutions include, among others, American InterContinental University (“AIU”); Brooks Institute; Colorado Technical University (“CTU”); Harrington College of Design; INSEEC Group (“INSEEC”) Schools; International University of Monaco (“IUM”); International Academy of Design & Technology (“IADT”); Istituto Marangoni; Le Cordon Bleu North America (“LCB”); and Sanford-Brown Institutes and Colleges. Through its schools, CEC is committed to providing high-quality education, enabling students to graduate and pursue rewarding career opportunities.

For more information, see CEC’s website at www.careered.com. The website includes a detailed listing of individual campus locations and web links to CEC’s colleges, schools, and universities.

###