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): May 13, 2015

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 N. Martingale Rd., 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.

On May 13, 2015, David W. Devonshire, a member of the Board of Directors (the “Board”) of Career Education Corporation (the “Company”) submitted a letter of resignation to the Board. Mr. Devonshire resigned as a director of the Company and as a member of the Board’s Audit and Compensation Committees, each effective immediately prior to the Company’s 2015 Annual Meeting of Stockholders on May 19, 2015 (the “Annual Meeting”). Mr. Devonshire also withdrew his name from nomination for re-election at the Annual Meeting. Mr. Devonshire’s resignation letter stated that he is resigning from the Board for health reasons and not due to any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

The size of the Board has been reduced by one, to eight directors, effective upon Mr. Devonshire’s resignation, and at the Annual Meeting, eight rather than nine directors will be nominated for election to the Board.

Other than Mr. Devonshire, the nominees named in the Company’s Notice of Annual Meeting and Proxy Statement (the “2015 Proxy Statement”) will stand for election at the 2015 Annual Meeting. Notwithstanding Mr. Devonshire’s resignation and withdrawal, the proxy votes already returned by Stockholders will remain valid and will be voted at the Annual Meeting unless revoked, except that votes will not be cast for Mr. Devonshire because he has resigned from the Board and is no longer standing for re-election.

On May 14, 2015, the Company issued a press release announcing the resignation of Mr. Devonshire. A copy of the release is furnished herewith as Exhibit 99.1 to this Form 8-K and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description of Exhibit
99.1	Press release of the Company dated May 14, 2015.

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: May 14, 2015

Exhibit Index

Exhibit Number	Description of Exhibits
99.1	Press release of the Company dated May 14, 2015.

EX-99.1

Exhibit 99.1

DAVID W. DEVONSHIRE SUBMITS RESIGNATION FROM CAREER EDUCATION CORPORATION BOARD OF DIRECTORS, CITING HEALTH CONCERNS

Schaumburg, Ill. (May 14, 2015) - Career Education Corporation (NASDAQ: CECO) announced today that David W. Devonshire has submitted his resignation from its Board of Directors, citing health concerns. Mr. Devonshire, 69, has served on the company’s board since March 2008 and served as Chairman of the Board from May 2013 until June 2014 and is currently a member of the board’s Audit and Compensation Committees.

“On behalf of everyone at Career Education, I wish to express our most sincere gratitude to Dave for his years of service and wish him the best as he focuses on his health,” said Ron McCray, Chairman and Interim CEO. “His expertise and counsel have helped guide us as we reshape our education institutions in response to shifting education market conditions and regulatory challenges.”

Mr. Devonshire served as Executive Vice President and Chief Financial Officer of Motorola, Inc., from March 2002 through his retirement in March 2007. From December 1998 until joining Motorola, Mr. Devonshire was Executive Vice President and Chief Financial Officer of Ingersoll-Rand Company, a global diversified industrial firm. From July 1993 until joining Ingersoll-Rand, he served as Senior Vice President and Chief Financial Officer of Owens Corning, a global producer of residential and commercial building materials.

Mr. Devonshire’s resignation is effective immediately prior to the company’s 2015 Annual Meeting of Stockholders on May 19, 2015. Proxy votes already returned by stockholders will remain valid and will be voted at the company’s 2015 Annual Meeting unless revoked, except that votes will not be cast for Mr. Devonshire because he has resigned from the Board and is no longer standing for re-election. Effective upon his resignation, the size of the board has been reduced by one, to eight directors. Each of the eight nominees is named in the company’s 2015 Proxy Statement.

ABOUT CAREER EDUCATION CORPORATION

Career Education’s academic institutions offer a high-quality education to a diverse student population in a variety of disciplines through online, on-ground and hybrid learning programs. Our two universities – American InterContinental University (“AIU”) and Colorado Technical University (“CTU”) – provide degree programs through the master’s or doctoral level as well as associate and bachelor’s levels. Both universities predominantly serve students online with career-focused degree programs that meet the educational demands of today’s busy adults. AIU and CTU continue to show innovation in higher education, advancing new personalized learning technologies like their intellipath™ adaptive learning platform that allow students to more efficiently move toward earning a degree by receiving course credit for knowledge they can already demonstrate. Career Education is committed to providing high-quality education that closes the gap between learners who seek to advance their careers and employers needing a qualified workforce.

A listing of individual campus locations and web links to Career Education’s institutions can be found at www.careered.com.

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CONTACT

Investors:

Alpha IR Group

Sam Gibbons or Chris Hodges

(312) 445-2870

CECO@alpha-ir.com

or

Media:

Career Education Corporation

Mark Spencer

Director, Corporate Communications

(847) 585-3802

Source: Career Education Corporation