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 24, 2016

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 March 24, 2016, the Board of Directors of Career Education Corporation (the “Company”) appointed Andrew J. Cederoth as the Company’s Senior Vice President and Chief Financial Officer effective as of April 1, 2016. Mr. Cederoth will replace David Rawden of AlixPartners, who has been serving as Interim Chief Financial Officer of the Company since April 1, 2015.

Prior to joining the Company, Mr. Cederoth, age 51, served as Chief Financial Officer and Vice President of New Business Development at Innova UEV, an electric car sharing company based in Burr Ridge, Illinois, from March 2015 until March 2016. Prior to joining Innova, he served as Chief Financial Officer at Clover Technologies Group, a leading provider of electronic asset lifecycle management and environmental solutions, from January 2014 until December 2014. He began his career in finance in 1990 at Navistar International Corporation, a Fortune 500 manufacturer of commercial and defense vehicles and engines. While at Navistar, Mr. Cederoth occupied various financial roles of increasing responsibility, culminating with his tenure as Executive Vice President and Chief Financial Officer from 2009 to 2013. Mr. Cederoth holds a Bachelor of Arts degree in economics from the University of Illinois and an MBA from DePaul University.

There are no arrangements between Mr. Cederoth and any other person pursuant to which he was selected to become Chief Financial Officer of the Company. Mr. Cederoth does not have any family relationship with any executive officer or director of the Company, or with any person selected to become an officer or director of the Company. Neither Mr. Cederoth nor any member of his immediate family has any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Mr. Cederoth’s employment offer letter (the “Offer Letter”) provides for the following compensation: an annual base salary of $425,000; participation in the Company’s annual incentive award program with a target opportunity of 75% of base salary for 2016, which will be prorated for the portion of the year he is employed in 2016 and subject to a minimum guaranteed payment of $239,063 for 2016; a cash sign-on bonus of $7,500; long-term incentive awards with an aggregate target value at grant equal to 125% of base salary for 2016 to be delivered 30% in stock options which will vest in four equal annual installments, 20% in restricted stock units to be settled half in stock and half in cash which will vest in four equal annual installments and 50% in a cash-based performance unit award which uses a relative total shareholder return (TSR) performance measure over a three year period; long-term incentive awards with an aggregate target value at grant of no less than 125% of base salary for 2017; and participation in the Company’s Executive Severance Plan based on no less than 12 months of base salary plus target annual bonus and partial subsidies of COBRA coverage for no less than 12 months. Mr. Cederoth’s initial long-term incentive awards are expected to be made in May 2016.

The description of the Offer Letter contained herein does not purport to be complete and is qualified in its entirety by reference to the Offer Letter, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

A copy of the Company’s press release regarding these events is furnished herewith and attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description of Exhibits
10.1	Letter Agreement between the Company and Andrew J. Cederoth dated March 24, 2016
99.1	Press release of the Company dated March 29, 2016

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
By:	/s/ Jeffrey D. Ayers
	Jeffrey D. Ayers
	Senior Vice President, General Counsel and
	Corporate Secretary

Date: March 29, 2016

Exhibit Index

Exhibit Number	Description of Exhibits
10.1	Letter Agreement between the Company and Andrew J. Cederoth dated March 24, 2016
99.1	Press release of the Company dated March 29, 2016

EX-10.1

Exhibit 10.1

March 24, 2016

Mr. A.J. Cederoth

Dear A.J.,

I am pleased to extend an offer to you for the position of Senior Vice President & Chief Financial Officer with Career Education Corporation, with a hire date of April 1, 2016, reporting directly to me. This offer is contingent upon successful completion of reference and background checks, and as per our standard protocol for senior officers, final approval by the Compensation Committee of the Board of Directors and the execution of a non-compete agreement. The terms of our offer are as follows:

1. The salary for the position will initially be $425,000.00 on an annualized basis. This salary amount may be increased from time to time by the Compensation Committee.

2. You will earn vacation at a rate of 20 days per year, earned ratably over the course of the calendar year.

3. You will be eligible to participate in the benefit programs available to our senior executive employees as soon as you meet the eligibility requirement of each plan. Eligibility begins on the first day of the month following thirty days of employment for most of our benefits plans. You will receive information about the process for enrolling in these benefits, which must be completed within the first 30 days of employment.

4. You will be eligible to participate in the 2016 Annual Incentive Award Program (AIP) with a target opportunity of no less than 75% of your eligible earnings for 2016 with a minimum guaranteed payout of $239,062.50. Eligible earnings are based on base earnings for the performance period, and therefore your 2016 AIP payout determined in accordance with the program will reflect your partial year of service to the Company, subject to the minimum guaranteed payout set forth in the prior sentence. To be eligible for this bonus, you must be an employee through December 31, 2016. Eligibility for the Annual Incentive Award Program as well as the award target and payout are subject to approval annually by the Compensation Committee.

5. You will receive long-term incentive grants with an aggregate target value at grant equal to 125% of your base salary, which is $531,250.00, subject to final approval by Career Education’s Compensation Committee. This value will be delivered 30% in Stock Options, 20% in Restricted Stock Units (RSUs) and 50% in a Performance-based Award, with such value determined in accordance with the grant calculation methodology established by the Compensation Committee for determining the size of long-term incentive awards made to other employees. In consideration of receiving these initial grants, and as a term and condition of your employment with Career Education, you will agree to be bound by a 12-month non-compete agreement, the terms of which will be contained in the award agreements. The Performance-Based Award vests over a 3-year performance period subject to a relative TSR performance measure, the Stock Options and RSUs vest ratably over 4 years. The RSUs will be settled 50% in stock and 50% in cash. Awards will be made as soon as reasonably practical following the 2016 annual meeting of stockholders and in compliance with regulations established by the Securities and Exchange Commission and Career Education Corporation’s policies (i.e., an award cannot be granted during a blackout period).

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6. For 2017, you will be eligible to receive long-term incentive (LTI) awards with a target opportunity of no less than 125% of your base salary. LTI awards are made annually, typically during the first quarter. Eligibility for LTI awards and grant amounts are subject to approval annually by the Compensation Committee.

7. You will receive a cash sign-on bonus of $7,500.00. This payment will be made within 30 days of your start date and is contingent upon a start date of April 1, 2016. You must pay taxes on the entire bonus amount.

8. As a senior officer of the company, you will be subject to the Company’s Stock Ownership Guidelines which require that you achieve and maintain a certain level of stock ownership (expressed as a multiple of your base salary). We believe the guidelines help align the interests of the senior officer team with those of the Company’s stockholders. You will also be subject to the Company’s insider trading, ethics, compensation recovery and other policies applicable to senior officers of the Company. Due to the nature of your role, you will become an executive officer of the Company subject to Section 16 of the Securities Exchange Act.

9. You will be eligible to participate in the Career Education Executive Severance Plan (Executive Severance Plan). In the event you are involuntarily terminated (as defined in the Executive Severance Plan), you will receive, in addition to any other benefits provided under the plan, no less than 12 months of base pay and partial subsidies of COBRA coverage for no less than 12 months, payable in the time and form specified by the terms of the Executive Severance Plan and contingent upon the execution of a severance or separation agreement. In the event the Executive Severance Plan is amended, modified or replaced following the date of this letter, you will continue to be entitled to severance benefits that are no less favorable than the benefits currently in effect under the terms of this letter and the Executive Severance Plan. Additionally, for purpose of clarity the definition of “Cause” with respect to your participation in the Executive Severance Plan will be as defined below, and replace the definition therein.

“Cause” means, as reasonably determined by the Board, the occurrence of any one of the following by you: (a) any willful misconduct, gross negligence, willful abandonment of duty or material act of dishonesty; (b) a violation of the Company’s Code of Ethics for the Executive Officers and Senior Financial Officers or the Company Code of Business Conduct & Ethics, each as amended, restated or superseded; (c) commission of a felony or any other crime involving fraud or embezzlement; (d) a failure to reasonably cooperate in any investigation or proceeding concerning the Company; or (e) any violation of any non-compete, non-solicit or non-disclosure restrictive covenant applicable to you. For all purposes, no act or omission to act by you shall be “willful” if such act or omission was conducted in good faith or with a reasonable belief such conduct was in the best interests of the Company.

10. Upon the commencement of your employment, the Company and you will enter into the Company’s then current form of Indemnification Agreement applicable to executive officers of the Company and will cover you as an insured (including coverage after a termination of your employment respecting your acts and omissions occurring during your employment) under any contract of directors and officers liability insurance that covers executive officers as insureds.

11. Sections 9 through 14 of this letter shall survive and remain in effect following the date you terminate employment with the Company.

12. This letter contains all agreements, and supersedes all other agreements, verbal and written, pertaining to your employment with Career Education Corporation. Employment at Career Education Corporation is at-will and may be terminated at the will of either you or Career Education Corporation.

13. The rights and obligations of you and the Company pursuant to this letter shall be governed by the laws of the State of Illinois.

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14. The terms of this letter will inure to the benefit of and be enforceable by your legal representatives, including payment or provision of any unpaid amount or benefit due you immediately prior to your death. The terms of this letter will inure to the benefit of and be binding upon the Company and its successors.

A.J., I am excited about the prospect of you joining Career Education Corporation, and look forward to your contributions to our team and to our students.

Sincerely,

Career Education Corporation

By:	/s/ Todd S. Nelson
	Todd S. Nelson
	President & Chief Executive Officer

Accepted and Agreed to:

/s/ Andrew J. Cederoth	March 24, 2016
A.J. Cederoth	Date

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EX-99.1

Exhibit 99.1

Career Education Names A.J. Cederoth as Senior Vice President and Chief Financial Officer

Schaumburg, Illinois, March 29, 2016 – Career Education Corporation (NASDAQ: CECO), a provider of postsecondary education programs and services, today announced the appointment of experienced financial leader Andrew J. (A.J.) Cederoth as Senior Vice President and Chief Financial Officer, effective April 1, 2016. Mr. Cederoth will replace David A. Rawden of AlixPartners, who has been serving as Interim Chief Financial Officer of the Company since April 1, 2015. Mr. Rawden will remain at Career Education as a consultant for a brief transition period in order to ensure a smooth onboarding process for Mr. Cederoth.

“We are extremely pleased to welcome A.J. Cederoth to Career Education,” said President and Chief Executive Officer Todd Nelson. “A.J.’s broad experience in financial management spans roles at both private and publicly-traded companies across a number of industries, most recently within more technology- and service-focused businesses. His background represents an excellent addition to our executive leadership team as we continue moving Career Education forward, and we look forward to his contributions. We would also like to extend our thanks to David Rawden for his assistance in successfully executing our strategic plan and cost control initiatives during his tenure as Interim Chief Financial Officer, and we wish him well in his future endeavors.”

Mr. Cederoth joins Career Education from Innova UEV, an electric car sharing company based in Burr Ridge, Illinois, where he served as Chief Financial Officer and Vice President of New Business Development. Prior to joining Innova, he served as Chief Financial Officer at Clover Technologies Group, a leading provider of electronic asset lifecycle management and environmental solutions. He began his career in finance in 1990 at Navistar International Corporation, a Fortune 500 manufacturer of commercial and defense vehicles and engines. While at Navistar, Mr. Cederoth occupied various financial roles of increasing responsibility, culminating with his tenure as Executive Vice President and Chief Financial Officer from 2009 to 2013. Mr. Cederoth holds a Bachelor of Arts degree in economics from the University of Illinois and an MBA from DePaul University.

ABOUT CAREER EDUCATION CORPORATION

Career Education’s academic institutions offer a quality education to a diverse student population in a variety of disciplines through online, campus-based 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 are designed to 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 pursue earning a degree by receiving course credit for knowledge they can already demonstrate. Career Education is committed to providing 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

(847) 585-2600

media@careered.com

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