0001104349-16-000051.txt : 20160503 0001104349-16-000051.hdr.sgml : 20160503 20160503171758 ACCESSION NUMBER: 0001104349-16-000051 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160503 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20160503 DATE AS OF CHANGE: 20160503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAPELLA EDUCATION CO CENTRAL INDEX KEY: 0001104349 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33140 FILM NUMBER: 161616466 BUSINESS ADDRESS: STREET 1: 225 SOUTH 6TH STREET STREET 2: 9TH FLOOR CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: (612) 659-5360 MAIL ADDRESS: STREET 1: 225 SOUTH 6TH STREET STREET 2: 9TH FLOOR CITY: MINNEAPOLIS STATE: MN ZIP: 55402 8-K 1 cpla8-k5316.htm FORM 8-K 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 3, 2016
 
Capella Education Company
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
Minnesota
 
001-33140
 
41-1717955
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
 
 
 
225 South 6th Street, 9th Floor
Minneapolis, Minnesota
 
55402
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code (888) 227-3552
 
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 5.07.
Submission of Matters to a Vote of Security Holders.

On May 3, 2016, we held our annual meeting of shareholders in Minneapolis, Minnesota. Set forth below are the final voting results on each matter submitted to a vote of security holders at our annual meeting. Each proposal is described in detail in our Proxy Statement filed on March 22, 2016.

Proposal No. 1    Proposal to elect 11 directors to serve until the next annual meeting of shareholders and until their successors have been duly elected and qualified. The following directors were elected by the votes listed below:
Director's Name
For
Withhold Authority
Broker Non-Votes
Rita D. Brogley
10,514,687
114,778
342,072
H. James Dallas
10,575,424
54,041
342,072
Matthew W. Ferguson
10,575,424
54,041
342,072
J. Kevin Gilligan
10,261,370
368,095
342,072
Michael A. Linton
10,514,687
114,778
342,072
Michael L. Lomax*
3,088,418
7,541,047
342,072
Jody G. Miller
10,448,494
180,971
342,072
Stephen G. Shank
10,160,266
469,199
342,072
David W. Smith
10,387,973
241,492
342,072
Jeffrey W. Taylor
10,387,973
241,492
342,072
Darrell R. Tukua
10,451,872
177,593
342,072

*Dr. Lomax received fewer votes than other directors, due to Dr. Lomax attending slightly less than 75% of the total of all board and committee meetings, as disclosed in our Proxy Statement. The board considered the significant contributions Dr. Lomax makes to the board and his commitment to ensure his participation in future board meetings. In addition, we are taking steps to improve our process around director attendance, particularly in the context of setting special meetings. Accordingly, the board believes that Dr. Lomax’s continued service on the board is in our shareholders’ best interests and does not foresee future concerns about Dr. Lomax’s meeting attendance.

Proposal No. 2    Proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016. The proposal passed based on the votes listed below.
 
For
Against
Abstain
Total Shares Voted
10,816,042
154,043
1,452

Proposal No. 3    Proposal to approve, on an advisory basis, the compensation of our named executive officers as disclosed in our Proxy Statement. The proposal passed based on the votes listed below
 
For
Against
Abstain
Broker Non-Votes
Total Shares Voted
10,008,731
615,736
4,998
342,072

Proposal No. 4     Proposal to re-approve the Company Incentive Bonus Plan as disclosed in our Proxy Statement. The proposal passed based on the votes listed below.

 
For
Against
Abstain
Broker Non-Votes
Total Shares Voted
10,374,574
189,816
65,075
342,072

As of the close of business on the record date for the meeting, which was March 7, 2016, there were 11,755,330 shares of common stock outstanding and entitled to vote at the meeting. Each share of common stock was entitled to one vote per share.






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, thereunto duly authorized.
 
 
 
 
 
 
 
 
 
 
 
 
CAPELLA EDUCATION COMPANY
 
 
 
 
Date: May 3, 2016
 
 
 
By
 
/s/ Renee L. Jackson
 
 
 
 
 
 
Renee L. Jackson
 
 
 
 
 
 
Vice President and General Counsel