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 7, 2014

AMBASSADORS GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-33347	91-1957010
(State or other jurisdiction of	(Commission File Number)	(IRS Employer
incorporation)		Identification No.)

Dwight D. Eisenhower Building, 2001 S Flint Road, Spokane, WA 99224

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code:

(509) 568-7800

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.

On May 7, 2014, the Board of Directors (the “Board”) of Ambassadors Group, Inc. (the “Company”) terminated Anthony F. Dombrowik’s employment with the Company as interim President and Chief Executive Officer, and as Chief Financial Officer.  Also on May 7, 2014, the Board appointed Philip B. Livingston as interim Chief Executive Officer of the Company effective immediately.  As described in Item 5.07 below, Mr. Livingston was also elected as a member of the Board by the stockholders of the Company on May 7, 2014.

On May 7, 2014, the Company issued a press release discussing the above termination and appointment, a copy of which is furnished herewith as Exhibit 99.1.

Mr. Livingston, 57, was Chief Executive Officer of LexisNexis Web Based Marketing Solutions until October 2013.  He joined LexisNexis in April 2009 as Senior Vice President of Practice Management and served in executive management positions from April 2009 to October 2013.  Mr. Livingston has, in the past, served as chief financial officer for Celestial Seasonings, Inc., Catalina Marketing Corporation and World Wrestling Entertainment.  From 1999 to 2003 he served as President of Financial Executives International, the leading professional association of chief financial officers and controllers.  In that role he led the organization’s support of regulatory and corporate governance reforms culminating in the Sarbanes-Oxley Act.  In the past, he has served on numerous public and private company boards including Broadsoft Corporation, Insurance Auto Auction, Cott Corporation, MSC Software and Seitel Inc.

There is no arrangement or understanding between Mr. Livingston and any other person pursuant to which he was selected as an officer.  There are no family relationships among any of the Company’s directors or executive officers (including Mr. Livingston).  Mr. Livingston has no interest in any transaction since the beginning of the Company’s last fiscal year, or any currently proposed transaction, that requires disclosure pursuant to Item 404(a) of Regulation S-K.  The Company’s Compensation Committee has not yet considered Mr. Livingston’s compensation as interim Chief Executive Officer and no material, plan, contract or arrangement to which Mr. Livingston is a party or in which he participates has been entered into or amended in connection with his appointment as the interim Chief Executive Officer of the Company.

Item 5.07  Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting of Stockholders on May 7, 2014 (the “Annual Meeting”).  Company stockholders approved Proposals 1, 2 and 3 as described in the Company’s Proxy Statement for the 2014 Annual Meeting (the “Proxy Statement”) on Schedule 14-A, which was filed with the Securities and Exchange Commission on April 11, 2014.

The proposals voted on and approved by the shareholders at the Annual Meeting were as follows:

Proposal 1

Company stockholders elected the following seven directors to serve until the Company’s 2015 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified, as set forth below.

Nominee	For		Authority Withheld		Percent of Voted			Broker Non-Votes
Debra Dulsky		10,134,936		117,265		98.86	%		4,192,394
Jefferson P. Gramm		10,116,240		135,961		98.67	%		4,192,394
James M. Kalustian		9,495,132		757,069		92.62	%		4,192,394
Peter H. Kamin		9,458,398		793,803		92.26	%		4,192,394
Philip B. Livingston		10,096,419		155,782		98.48	%		4,192,394

Lisa O’Dell Rapuano	10,101,815	150,386	98.53	%	4,192,394
Ricardo Lopez Valencia	10,028,532	223,669	97.82	%	4,192,394

Proposal 2

Company stockholders approved, as set forth below, on as advisory basis, the compensation of the named executive officers, as disclosed in the Proxy Statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission.

	Shares Voted		Percent of Voted			Percent of Outstanding
For		9,569,678		93.35	%		56.16	%
Against		665,678		6.49	%		3.91	%
Abstain		16,845		0.16	%		0.10	%
Broker Non-Votes		4,192,394					24.60	%

Proposal 3

Company stockholders approved, as set forth below, the ratification of the selection of BDO USA LLP as the Company’s independent registered public accounting firm to audit the consolidated financial statements of the Company and its subsidiaries for the fiscal year ending December 31, 2014.

	Shares Voted		Percent of Voted			Percent of Outstanding
For		14,397,547		99.67	%		84.49	%
Against		10,036		0.07	%		0.06	%
Abstain		37,012		0.26	%		0.22	%

Item 9.01  Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 99.1 Press Release dated May 7, 2014.

SIGNATURE

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.

Date: May 9, 2014

 AMBASSADORS GROUP, INC.

 /s/ Philip B. Livingston

 Philip B. Livingston

 Interim Chief Executive Officer

 (Principal Executive Officer)

EXHIBIT INDEX

Exhibit
Number	Description
99.1	Press Release dated May 7, 2014.

EX-99.1

FOR IMMEDIATE RELEASE

May 7, 2014

Ambassadors Group, Inc. Announces Board of Directors and Management Changes

SPOKANE, Wash. – May 7, 2014 – Ambassadors Group, Inc. (NASDAQ:EPAX), a leading provider of educational travel experiences and online education research materials, held its annual stockholders meeting today. The slate of seven directors, recommended by the board of directors, was elected to serve for the upcoming year. Two new directors joined the board: Jefferson Gramm, a principal at Bandera Partners, LLC, and Philip B. Livingston, former Chief Executive Officer, LexisNexis Web Based Marketing Solutions. Bandera Partners owns approximately 18% of the Company’s outstanding shares.

Following the stockholders meeting, the board of directors met and elected Lisa O’Dell Rapuano to serve as its Chairman. Rapuano is the founder and Chief Executive Officer of Lane Five Capital Management LP, a long-biased, concentrated, valuation-driven investment partnership. She was first elected to the board in 2012 and has served on the compensation and nominating committees. Rapuano graduated from Yale University and holds a Chartered Financial Analyst professional designation. Rapuano’s status as representative of one the Company’s largest stockholders gives her important perspective as board Chair.

“Our board is committed to creating value for our stockholders and maximizing the opportunities for improvement in the business. We continue to believe we offer a great product in the market and will accelerate our transition to a more efficient cost structure and marketing approach,” said Rapuano.

The board also appointed Philip Livingston to serve as the Company’s new Interim Chief Executive Officer.  Livingston was previously the Chief Executive Officer of LexisNexis Web Based Marketing Solutions from 2009 to 2013.  He has previously served on numerous boards of directors and his management experience includes President and CEO of Financial Executives International, CFO of Catalina Marketing Corporation, and CFO of Celestial Seasoning Inc. He graduated from the University of Maryland, College Park and holds an MBA from the University of California, Berkeley. Livingston replaces Anthony F. Dombrowik, who will be pursuing opportunities outside of the Company.

“The board would like to thank Mr. Dombrowik for his years of service to the company and wishes him well in his future business endeavors,” said Rapuano.

“The People to People brand is strong in the marketplace and our associates are clearly dedicated to the mission of education and exchange toward creating global citizens. We will be focused on customer-centrism, cost efficiency, and web-based services integration, all toward constantly improving our business,” said Livingston.

About Ambassadors Group

Ambassadors Group Inc. (NASDAQ: EPAX) is an education company located in Spokane, Washington. Ambassadors Group, Inc. is the parent company of People to People Ambassador Programs, Inc., World Adventures Unlimited, Inc., and BookRags, Inc., an educational research website. The Company also oversees the Washington School of World Studies, an accredited travel study and distance learning school. Additional information about Ambassadors Group, Inc. and its subsidiaries is available at www.ambassadorsgroup.com. In this press release, "Company", "we", "us", and "our" refer to Ambassadors Group, Inc. and its subsidiaries.

Media Contact:

Doug Williams:  (310) 503-8680; doug.williams@peopletopeople.com