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): April 12, 2017
K12 Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-33883 |
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95-4774688 |
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(State or other jurisdiction |
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(Commission |
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(I.R.S. Employer |
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2300 Corporate Park Drive, Herndon, |
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20171 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (703) 483-7000
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Not Applicable |
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Former name or former address, if changed since last report |
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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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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.
(d) Election of the Honorable Aida M. Alvarez as a Director of the Company
On April 12, 2017 (the “Effective Date”), Aida M. Alvarez was appointed to the Board of Directors (the “Board”) of K12 Inc. (the “Company”) to fill an existing vacancy on the Board. Ms. Alvarez was also appointed to serve as a member of the Audit Committee. There are no arrangements or understandings between Ms. Alvarez and any other person pursuant to which Ms. Alvarez was appointed a director of the Company. Ms. Alvarez will serve as a director of the Company until the next annual meeting of stockholders of the Company and until her successor is elected and qualified or until her death, retirement, resignation or removal.
Ms. Alvarez will be compensated in accordance with the Company’s non-employee director compensation policy in effect from time to time. Based on the Company’s current policy, Ms. Alvarez will receive an annual award of restricted stock equivalent to $100,000 (prorated for the period between the Effective Date and December 31, 2017, based on the number of days in such period divided by 365). Ms. Alvarez will also receive, on a prorated basis, an annual cash retainer of $60,000, paid in quarterly installments at the end of each quarter, for her service as a member of the Board and, on a pro rata basis, an additional annual cash retainer of $10,000 paid in quarterly installments at the end of each quarter, for her service on the Audit Committee.
Item 7.01 Regulation FD Disclosure.
On April 13, 2017, the Company issued a press release announcing the appointment of Ms. Alvarez to the Board of Directors of the Company. A copy of this press release is filed as Exhibit 99.1 to this Current Report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. 99.1 - Press release of K12 Inc., dated April 13, 2017
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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K12 Inc. | |
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April 13, 2017 |
By: |
/s/ Howard D. Polsky |
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Name: Howard D. Polsky | |
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Title: General Counsel and Secretary | |
Exhibit 99.1
The Honorable Aida M. Alvarez Joins K12 Inc. Board of Directors
First Latina Woman to Hold U.S. Cabinet-Level Post Adds Public Policy Expertise to K12’s Board
HERNDON, Va.—(BUSINESS WIRE)—April 13, 2017—K12 Inc. (NYSE: LRN), a technology-based education company and leading provider of proprietary curriculum and online school programs for students in pre-K through high school, is pleased to announce that the former administrator of the U.S. Small Business Administration, the Honorable Aida M. Alvarez, has been elected to the Company’s Board of Directors. The addition continues to strengthen K12’s Board experience in corporate finance and public policy.
“Aida brings a diversified financial background and public policy expertise to K12’s Board of Directors,” said Nate Davis, Executive Chairman of K12 Inc. “Most importantly, she is committed to K12’s mission to transform learning for all children through high-quality and innovative educational programs that expand the boundaries of today’s personalized learning experience.”
As Administrator of the Small Business Administration, Alvarez was the first Hispanic woman to be part of President Clinton’s Cabinet from 1997 to 2001. Alvarez served as the founding director of the Office of Federal Housing Enterprise Oversight where she was charged with financial oversight of the secondary housing market, Fannie Mae and Freddie Mac. She also worked for the New York City Health and Hospitals Corporation, Bear Stearns & Company, Inc. and the First Boston Corporation.
“Today’s student body is more diverse than ever with regard to backgrounds, learning needs, and educational challenges,” said Alvarez. “I am honored to join a Board that not only protects shareholder interests, but is passionate about meeting the diverse needs of all students.”
Alvarez is currently an Independent Director of HP Inc. and serves on the boards of Oportun Inc. and Zoosk Inc. She also Chairs the Latino Community Foundation in California and is a board member of the Smithsonian American Art Museum and San Francisco Symphony. Alvarez previously served on the boards of Walmart Stores, Inc., PacifiCare, now part of United Health, MUFG Americas Holdings Corporation (formerly UnionBanCal Corporation) and MUFG Union Bank N.A. (formerly Union Bank N.A.). In addition, she served on the Deloitte Touche Diversity Advisory Board, the board of overseers for Harvard University, the National Trust for Historic Preservation, the Coalition for Supportive Housing and the Cisneros Center for New Americans.
Alvarez holds honorary Doctorate degrees from Iona College, Bethany College in Kansas, Mercy College and the Inter-American University in Puerto Rico. She graduated cum laude with a Bachelor’s Degree from Harvard College.
About K12 Inc.
K12 Inc. (NYSE: LRN) is driving innovation and advancing the quality of education by delivering state-of-the-art, digital learning platforms and technology to students and school districts across the globe. K12’s curriculum serves over 2,000 schools and school districts and has delivered more than four million courses over the past decade. K12 is a company consisting of thousands of online school educators providing instruction, academic services, and learning solutions to public schools and districts, traditional classrooms, blended school programs, and directly to families. The K12 program is offered through K12 partner public schools in 33 states and the District of Columbia, and through private schools serving students in all 50 states and more than 100 countries. More information can be found at K12.com.
Source: K12 Inc.
K12 Inc.
Press Contact:
Mike Kraft, 571-353-7778
VP Finance and Communications
mkraft@k12.com