-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KMkNxylwNR/6s96jAH+7ExGgTenLFA8vFM0BW14t+ujnGVLIEZBnCAcw56Un4PSk 0xiDRoOyLV8DqpYvKsGiqQ== 0001157523-09-000665.txt : 20090129 0001157523-09-000665.hdr.sgml : 20090129 20090129160541 ACCESSION NUMBER: 0001157523-09-000665 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090123 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20090129 DATE AS OF CHANGE: 20090129 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN PUBLIC EDUCATION INC CENTRAL INDEX KEY: 0001201792 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 010724376 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33810 FILM NUMBER: 09554616 BUSINESS ADDRESS: STREET 1: 111 W CONGRESS STREET CITY: CHARLES TOWN STATE: WV ZIP: 25414 BUSINESS PHONE: 3047243700 MAIL ADDRESS: STREET 1: 111 W CONGRESS STREET CITY: CHARLES TOWN STATE: WV ZIP: 25414 8-K 1 a5883432.htm AMERICAN PUBLIC EDUCATION, INC. 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

 January 23, 2009
(Date of earliest event reported) 

 

American Public Education, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware

 

001-33810

 

01-0724376

(State or other jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

111 W. Congress Street

Charles Town, West Virginia

 

25414

 

304-724-3700

(Address of principal executive offices)

(Zip Code)

(Registrant's telephone number including area code)


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:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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 January 23, 2009, the Board of Directors of American Public Education, Inc. increased the size of the Board from seven to eight members and appointed Timothy Landon to serve as a director of the Company until the 2009 annual meeting of stockholders and until his successor is duly elected and qualified.

Consistent with the Company’s compensation policy for non-employee directors, Mr. Landon will be compensated under the terms of the Company’s compensation policy for non-employee directors as in effect from time to time, which currently provides for an annual retainer of $32,250. The annual retainer is payable in quarterly installments, and Mr. Landon will have the alternative to elect to receive his annual retainer in common stock having the same value as the portion of the annual retainer to be paid. Non-employee directors also receive an annual grant to each director of restricted stock having a value of $36,750 on the date of delivery.

In connection with Mr. Landon’s appointment to the Board, he and the Company are entering into the Company’s standard form of indemnification agreement for executive officers and directors, the form of which was previously filed as Exhibit 10.3 to the Company’s registration statement on Form S-1 (File No. 333-145185).

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: January 29, 2009 By:

/s/ Harry T. Wilkins

Harry T. Wilkins, Executive Vice

President and Chief Financial Officer

2

EX-99.1 2 a5883432ex99_1.htm EXHIBIT 99.1

Exhibit 99.1

American Public Education Announces Addition to its Board of Directors

CHARLES TOWN, W.Va.--(BUSINESS WIRE)--January 29, 2009--American Public Education, Inc. (NASDAQ: APEI) – parent company of online learning provider American Public University System, which operates through American Military University and American Public University – today announced the election of Timothy J. Landon to its Board of Directors.

Mr. Landon retired from the Tribune Company in February 2008, after having served in a variety of positions within the Tribune organization, including most recently as President of Tribune Interactive, Inc. from March 2004 until February 2008, where he was responsible for overall interactive and classified advertising strategy, technology and operations for the Tribune Company, including the company’s print and online classified businesses and the interactive operations of more than 50 news and information websites.

“We are pleased that Tim Landon has accepted a position on American Public Education’s Board. He brings with him a wealth of experience and expertise, particularly in interactive media, which will make him a great asset to the Board,” said Phillip A. Clough, APEI’s Chairman.

About American Public Education, Inc.

American Public Education, Inc. (NASDAQ: APEI) is an online provider of higher education focused primarily on serving the military and public service communities. American Public University System (APUS), wholly owned by APEI, comprises two universities – American Military University (AMU) and American Public University (APU). Regionally and nationally accredited, APUS serves more than 41,000 part-time students who live and work in all 50 states and more than 100 countries; and offers 73 degree programs in fields ranging from homeland security, military studies, intelligence, and criminal justice to technology, business administration, public health, and liberal arts.

CONTACT:
American Public Education, Inc.
Chris Symanoskie
Director, Investor Relations
703-334-3880

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