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): August 2, 2017

K12 Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-33883	95-4774688
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2300 Corporate Park Drive, Herndon, Virginia	20171
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (703) 483-7000

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:

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Departure of Director

On August 7, 2017, Mr. Jon Q. Reynolds, Jr., a member of the Board of Directors (the “Board”) of K12 Inc. (the “Company”), notified the Secretary of the Company of his resignation and that Mr. Reynolds had no disagreements with the Company related thereto.  A copy of his notice is attached hereto as Exhibit 99.1.

Election of Director

(d)  Election of Eliza “Liza” McFadden as a Director of the Company.

On August 2, 2017 (the “Effective Date”), Liza McFadden was appointed to the Board and has not yet been assigned to any committees. There are no arrangements or understandings between Ms. McFadden and any other person pursuant to which Ms. McFadden was appointed a director of the Company. Ms. McFadden 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. McFadden 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. McFadden 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. McFadden 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.

Item 7.01 Regulation FD Disclosure.

On August 2, 2017, the Company issued a press release announcing the appointment of Ms. McFadden to the Board of Directors of the Company. A copy of this press release is furnished as Exhibit 99.2 to this Current Report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Electronic notice from Jon Q. Reynolds, Jr.
99.2	Press release of K12 Inc., dated August 8, 2017

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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.

	K12 Inc.
August 8, 2017	By:	/s/ Howard D. Polsky
	Name:	Howard D. Polsky
	Title:	General Counsel and Secretary

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Exhibit Index

Exhibit No.	Description
99.1	Electronic notice from Jon Q. Reynolds, Jr.
99.2	Press release of K12 Inc., dated August 8, 2017

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EX-99.1

Exhibit 99.1

****** T    +****** F    +****** ******

August 7, 2017

Via E-mail

K12 Inc.

2300 Corporate Park Drive

Herndon, VA 20171

Attention: Howard Polsky, General Counsel and Secretary

Email: ******

Dear Howard:

This letter will confirm my resignation as a member of the Board of Directors of K12 Inc. (the “Company”) and any committee thereof on which I may serve, effective as of today, August 7, 2017.

My decision to resign is not the result of any disagreement with the Company on any matter related to the Company’s operations, policies or practices.

I have appreciated the opportunity to have served on the Company’s Board of Directors and wish you continued success.

Very truly yours,

/s/ Jon Q. Reynolds, Jr.

Jon Q. Reynolds, Jr.

*  Personal Information Omitted

EX-99.2

Exhibit 99.2

Liza McFadden Joins K12 Inc. Board of Directors

HERNDON, Va.—(BUSINESS WIRE)—August 8, 2017—K12 Inc. (NYSE: LRN), a technology-based education company and leading provider of online curriculum and school programs for students in pre-K through high school, is pleased to announce that Liza McFadden has been appointed to the Company’s Board of Directors. McFadden will be replacing Jon Q. Reynolds, Jr. who will be retiring from K12’s Board after more than 6 years of service.  Mr. Reynolds’ financial and operational expertise have been key to the Board and his contribution deeply appreciated.

“Liza’s dedication to the education community and her expertise in both policy and its application in schools will be invaluable to K12’s Board of Directors,” said Nate Davis, Executive Chairman of K12 Inc. “She has made an enormous impact on the lives of children throughout her career, and we look forward to tapping into her expertise as we sharpen our focus in delivering a transformative learning experience for every student we serve.”

McFadden is President and CEO of the Barbara Bush Foundation for Family Literacy, an organization that believes education is a civil right, no matter one’s age. McFadden’s experience in education is well rounded: she is a former high school teacher, Florida Department of Education administrator, and served in Governor Jeb Bush’s administration where she spearheaded efforts to encourage 200,000 mentors to support public school children.

“Technology can be a powerful tool to help bridge the gap of educational inequities that is a primary driver of income inequality,” said McFadden.   “K12 is leveraging technology to meet learners where they are, both geographically and educationally, regardless of their socio-economic status, and I am excited to be a part of the Board of K12.”

McFadden was appointed by President George W. Bush and confirmed by the Senate to serve on the National Institute for Literacy Board.  In her home state of Florida, McFadden has served as volunteer chairman of the innovative Florida Schools of Excellence Board, designed to sponsor and approve charter schools at the state level. She is the inaugural recipient of the Women Who Mean Business, Service Award, in her hometown of Tallahassee for her work with a wide array of organizations including:  the Friends of Florida State Parks, the Tallahassee Challenger Center, which promotes science and space, and the John Paul II Catholic High School. McFadden holds a Master’s degree from Florida State University, with a Bachelor’s Degree from Fitchburg State University.

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 in more than seventy K12 partner public schools across the country, 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