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): January 10, 2018
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
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.
On January 10, 2018 (the “Effective Date”), the Board of Directors (the “Board”) of K12 Inc. (the “Company”) increased the size of the Board to nine members and elected Robert E. Knowling, Jr. as a director to fill the newly created vacancy, effective immediately. Mr. Knowling was also appointed to serve as a member of the Compensation Committee of the Board. There are no arrangements or understandings between Mr. Knowling and any other person pursuant to which Mr. Knowling was selected as a director of the Company. Mr. Knowling will serve as a director of the Company until the next annual meeting of stockholders of the Company and until his successor is elected and qualified or until his earlier death, retirement, resignation or removal.
Mr. Knowling will be compensated in accordance with the Company’s Non-Employee Directors Compensation Plan in effect from time to time. Based on the Company’s current Non-Employee Directors Compensation Plan, Mr. Knowling will receive an annual award of restricted stock equivalent to $100,000, an annual cash retainer of $60,000 for his service as a member of the Board and an annual cash retainer of $5,000 for his service as a member of the Compensation Committee of the Board (each prorated for the period between the Effective Date and December 31, 2018).
Item 7.01. Regulation FD Disclosure.
On January 11, 2018, the Company issued a press release announcing the appointment of Mr. Knowling to the Board. A copy of this press release is furnished as Exhibit 99.1 to this Current Report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
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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.
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K12 Inc. | |
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Date: January 11, 2018 |
By: |
/s/ Howard D. Polsky |
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Name: |
Howard D. Polsky |
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Title: |
General Counsel and Secretary |
Robert E. Knowling Jr. Joins K12 Inc. Board of Directors
School leadership program innovator brings education and business expertise to K12 Board
HERNDON, Va.—(BUSINESS WIRE)—Jan. 11, 2018— 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 Robert E. Knowling Jr. has been elected to the company’s Board of Directors. The addition continues to strengthen K12’s Board experience in education, technology and business.
“Bob’s work in developing school leaders for the NYC Public School System was both groundbreaking and continues to be highly impactful to this day,” said Nate Davis, Executive Chairman of the K12 Inc. Board of Directors. “His passion for education, combined with his business expertise, will add depth and insight to our Board as we execute on our mission to transform learning for every student served.”
Knowling is Chairman of Eagles Landing Partners, which specializes in helping senior management formulate strategy, lead organizational transformations, and re-engineer businesses. Earlier in his career he served as Chief Executive Officer of the NYC Leadership Academy, an independent non-profit corporation created by Chancellor Joel I. Klein and Mayor Michael R. Bloomberg that is chartered with developing the next generation of principals in the New York City public school system.
“I am honored to join a Board that has shown a commitment to investing in great school leaders as evidenced by its recent investment in a landmark partnership with Southern New Hampshire University, to create a center of excellence in online instruction,” said Knowling. “K12 is at the forefront of developing a personalized learning experience that can be made available for any student across the nation, and I am excited to be part of this education revolution.”
Knowling has also held roles as Chief Executive Officer of Telwares, Chairman and Chief Executive Officer of SimDesk Technologies, Inc. and Chairman, President and Chief Executive Officer of Covad Communications. He was awarded the Wall Street Project’s Reginald Lewis Trailblazers Award by President Clinton and the Reverend Jesse Jackson in 1999.
Knowling serves on the board of directors for Roper Industries in Sarasota, Florida; and Convergys, in Cincinnati, Ohio. He received a Bachelor of Arts degree in theology from Wabash College and a Masters of Business Administration from Kellogg School of Management, Northwestern 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 millions of courses over the past decade. K12 is a company of educators providing online and blended education solutions to charter schools, public school districts, private schools, and directly to families. The K12 program is offered through more than 70 partner public schools, and through school districts and public and 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