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): October 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 October 24, 2016, the Board of Directors of Career Education Corporation (the “Company”) appointed Kenda B. Gonzales to the Company’s Board of Directors for a term expiring at the 2017 annual meeting of stockholders, or until her respective successor is elected or qualified or until her earlier resignation or removal.

A copy of the press release announcing Ms. Gonzales’ appointment is attached as Exhibit 99.1.

As a non-employee director of the Company, Ms. Gonzales will receive an annual retainer of $75,000, payable in quarterly installments. In addition, an individual meeting fee of $1,500 will be paid to non-employee directors for each board and committee meeting commencing with the eighteenth board or eighteenth committee meeting in the 12-month period following the annual meeting of the Company’s stockholders. The final quarterly payment with respect to a calendar year is contingent on the director having attended at least 75% of the aggregate of the total number of board meetings (held during the portion of the year for which such individual has been a director) plus the total number of meetings held by all committees of the board on which such person served (during the portion of the year that the person served on such committee). In the event the director has not achieved this attendance level, the director will forfeit the entire amount of the final quarterly retainer payment. This forfeiture provision does not apply to (1) board or committee meeting fees payable when the board or committee holds 18 or more meetings during the 12-month period following the annual meeting of the Company’s stockholders, or (2) equity awards (described below). All non-employee directors are reimbursed for their reasonable out-of-pocket expenses incurred in attending board and committee meetings and associated with board or committee responsibilities, including attendance at one director education program each year.

In addition, under the director compensation program adopted effective May 2016, each non-employee director receives an annual grant of stock options on the date of the annual meeting of stockholders with a target value at grant of $75,000, and new directors who join the Board during the year receive a pro rata equity award for their partial year of service. The exercise price of the stock options is equal to the closing price of the common stock on NASDAQ on the date of grant and the stock options vest after one year, subject to continued board service on the vesting date. Vested options are exercisable for ten years from the grant date unless a director ceases board service, in which event early termination provisions apply. In accordance with this director compensation program, Ms. Gonzales is expected to receive a prorated option award as soon as administratively practicable and in accordance with the Company’s equity award practices.

As a non-employee director, Ms. Gonzales will be subject to the Company’s stock ownership guidelines (as described in the Company’s proxy statement for its 2016 annual meeting of stockholders).

Ms. Gonzales is covered by our directors’ and officers’ insurance policy and also has an indemnification agreement providing indemnification and advancement of expenses to the fullest extent permitted by Delaware law (a form of which is filed as Exhibit 10.9 to our Quarterly Report on Form 10-Q for the period ended June 30, 2016).

There have been no transactions since the beginning of the last fiscal year, or any currently proposed transactions, in which the Company or any of its affiliates was or is to be a participant and in which Ms. Gonzales has or had a direct or indirect material interest, nor does Ms. Gonzales have any family relationship with any director or executive officer of the Company.

On October 24, 2016, Ms. Gonzales was also appointed to the Audit Committee of the Board of Directors of the Company.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description of Exhibits
99.1	Press release of the Company dated October 26, 2016

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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.

CAREER EDUCATION CORPORATION
By:	/s/ Jeffrey D. Ayers
	Jeffrey D. Ayers
	Senior Vice President, General Counsel and
	Corporate Secretary
Dated:	October 26, 2016

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Exhibit Index

Exhibit Number	Description of Exhibits
99.1	Press release of the Company dated October 26, 2016

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EX-99.1

Exhibit 99.1

Kenda Gonzales Joins Career Education Corporation Board of Directors

Schaumburg, Ill. (October 26, 2016) – Career Education Corporation (NASDAQ: CECO), a provider of postsecondary education programs, today announced that Kenda B. Gonzales has been appointed to the Company’s Board of Directors. Ms. Gonzales was also appointed to the Audit Committee of the Board of Directors. Ms. Gonzales’ appointment follows an October 24, 2016 vote by the Board of Directors to expand the number of eligible board seats from seven to eight.

For the past nine years, Ms. Gonzales has served as the Chief Financial Officer for Harrison Properties LLC, a Phoenix based industrial real estate management company. Ms. Gonzales served as Chief Financial Officer of Apollo Group, Inc. from October 1998 to November 1, 2006, as Senior Executive Vice President and Chief Financial Officer of UDC Homes Inc. from July 1996 to August 1998, and as Senior Vice President and Chief Financial Officer of Continental Homes Holding Corp. from May 1985 to July 1996. Ms. Gonzales began her career as a Certified Public Accountant with Peat, Marwick, Mitchell and Company. She serves as a Member of the Advisory Board of the Scottsdale Branch of the First Western Trust Bank and formerly served as an independent member and Chair of the Audit Committee of the Board of Directors of Main Street Restaurant Group, Inc. and as the Chair of the Audit Committee and Community Expert Member of the Arizona Board of Regents. Ms. Gonzales received a Bachelor of Accountancy degree from the University of Oklahoma.

“We are extremely pleased to have Kenda Gonzales join our boardroom,” said Thomas Lally, Chairman of the Board of Directors. “Ms. Gonzales’ financial expertise and knowledge of post-secondary education will add depth and invaluable insights to our board.”

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. 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

Chris Hodges or Sam Gibbons

(312) 445-2870

CECO@alpha-ir.com

or

Media:

Career Education Corporation

(847) 585-2600

media@careered.com

Source: Career Education Corporation