UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As noted in Item 5.07 below, at the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of American Public Education, Inc. (the “Company”), upon recommendation of the Board of Directors of the Company (the “Board”), the Company’s stockholders approved (i) an amendment to the American Public Education, Inc. 2017 Omnibus Incentive Plan (the “2017 Plan”), including, among other changes, to increase the number of shares available for issuance thereunder by 1,200,000 (the “2017 Plan Amendment”), and (ii) an amendment to the American Public Education, Inc. Employee Stock Purchase Plan (the “ESPP”) to increase the number of shares available for issuance thereunder by 500,000 (the “ESPP Amendment” and together with the 2017 Plan Amendment, the “Plan Amendments”).
Descriptions of the 2017 Plan and the 2017 Plan Amendment are set forth on pages 37 through 47 and descriptions of the ESPP Plan and the ESPP Amendment are set forth on pages 48 through 51 of the Definitive Proxy Statement on Schedule 14A for the Annual Meeting filed with the Securities and Exchange Commission on April 5, 2023 (the “Proxy Statement”), and such descriptions are incorporated by reference herein. The descriptions are qualified by reference to the full text of the Plan Amendments, which are attached as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and incorporated by reference herein.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Annual Meeting was held on May 19, 2023. As of March 23, 2023, the date of record for determining the stockholders entitled to vote on the proposals presented at the Annual Meeting, there were 19,038,380 shares of Company common stock issued and outstanding and entitled to vote at the Annual Meeting. The holders of 15,694,993 shares of the Company’s issued and outstanding common stock were represented in person or by proxy at the Annual Meeting, constituting a quorum. The vote results detailed below represent final results as certified by the inspector of elections.
Proposal No. 1 – Election of Directors.
The Company’s stockholders elected the following persons, who were listed in the Proxy Statement, to the Board to hold office for a term expiring at the 2024 Annual Meeting of Stockholders, and until each such person’s successor is elected and qualified or until his or her earlier death, resignation or removal:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |
| Eric C. Andersen | 12,734,448 | 289,824 | 149,153 | 2,521,568 |
| Granetta B. Blevins | 10,360,823 | 2,663,339 | 149,263 | 2,521,568 |
| Michael D. Braner | 12,933,479 | 78,582 | 161,364 | 2,521,568 |
| Anna M. Fabrega | 12,927,088 | 84,973 | 161,364 | 2,521,568 |
| Jean C. Halle | 12,806,361 | 218,458 | 148,606 | 2,521,568 |
| James Kenigsberg | 12,918,455 | 93,606 | 161,364 | 2,521,568 |
| Barbara L. Kurshan | 12,892,296 | 132,523 | 148,606 | 2,521,568 |
| Daniel S. Pianko | 12,897,254 | 127,018 | 149,153 | 2,521,568 |
| William G. Robinson, Jr. | 12,905,234 | 119,585 | 148,606 | 2,521,568 |
| Angela K. Selden | 12,710,982 | 460,065 | 2,378 | 2,521,568 |
Proposal No. 2 – Approval of the 2017 Amendment.
The Company’s stockholders approved the 2017 Plan Amendment. The votes regarding this proposal were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 10,812,723 | 1,351,799 | 1,008,903 | 2,521,568 |
Proposal No. 3 – Approval of the ESPP Amendment.
The Company’s stockholders approved the ESPP Amendment. The votes regarding this proposal were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 11,801,507 | 362,994 | 1,008,924 | 2,521,568 |
Proposal No. 4 – Advisory Vote on the Compensation of Our Named Executive Officers.
The Company’s stockholders approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers. The votes regarding this proposal were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 10,787,979 | 1,229,713 | 1,155,733 | 2,521,568 |
Proposal No. 5 – Advisory Vote on the Frequency of Future Advisory Votes on Compensation of Our Named Executive Officers.
The Company’s stockholders voted, on an advisory (non-binding) basis, on the frequency of future advisory stockholder votes on the compensation of the Company’s named executive officers. The votes regarding this proposal were as follows:
| 1 Year | 2 Years | 3 Years | Abstentions |
| 12,309,591 | 15 | 858,487 | 5,332 |
In light of the results for Proposal No. 3, the Company has decided that future advisory votes on the compensation of the Company’s named executive officers will be held every year until the next required vote on the frequency of stockholder votes on the compensation of executives. Thus, the next advisory vote on the compensation of the Company’s named executive officers will be held at the Company’s 2024 Annual Meeting of Stockholders.
Proposal No. 6 – Ratification of Appointment of Independent Registered Public Accounting Firm.
The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The votes regarding this proposal were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 15,621,049 | 70,435 | 3,509 | 0 |
|
Item 9.01 |
Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit | ||
| No. | Description | |
| 10.1 | Amendment Number Three to the American Public Education, Inc. 2017 Omnibus Incentive Plan | |
| 10.2 | Amendment Number Two to the American Public Education, Inc. Employee Stock Purchase Plan | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| American Public Education, Inc. | |||
| Date: May 22, 2023 | By: | /s/ Richard W. Sunderland, Jr. | |
|
Richard W. Sunderland, Jr. Executive Vice President and Chief Financial Officer | |||