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): June
20, 2012
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 WEST CONGRESS STREET, |
25414 |
|
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: 304-724-3700
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 June 14, 2012, the Board of Directors of American Public Education, Inc. appointed Eric C. Andersen to serve as a director of the Company until the 2013 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. Andersen 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. Andersen 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 of restricted stock having a value of $41,750.
In connection with Mr. Andersen’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).
Item 9.01 Financial Statements and Exhibits.
(d) | Exhibits | |||
99.1 | American Public Education, Inc. press release dated June 20, 2012, reporting the addition of Eric C. Andersen to its Board of Directors. |
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: | June 20, 2012 | By: |
/s/ Harry T. Wilkins |
|
Harry T. Wilkins |
||||
Executive Vice President and Chief |
||||
Financial Officer |
EXHIBIT INDEX
99.1 | American Public Education, Inc. press release dated June 20, 2012, reporting the addition of Eric C. Andersen to its Board of Directors. |
3
Exhibit 99.1
American Public Education Announces Addition to its Board of Directors
CHARLES TOWN, W. Va.--(BUSINESS WIRE)--June 20, 2012--American Public Education, Inc. (NASDAQ: APEI) today announced the election of Eric C. “Ric” Andersen to its Board of Directors.
“We are pleased that Ric Andersen has accepted a position on American Public Education’s Board. He brings with him a wealth of experience and expertise, particularly in outsourcing, business processes and international operations, which will make him a great asset to the Board,” said J. Christopher Everett, APEI’s Chairman of the Board.
Mr. Andersen is a partner with Milestone Partners, a lower middle market private equity firm that specializes in making control equity investments in established operating businesses. Prior to joining Milestone Partners in 2011, from 2006 to 2011 Mr. Andersen served as a Managing Director of private equity firm Silver Lake Partners, before which he worked in the consulting industry with IBM Business Consulting Services (BCS), serving as Managing Partner, Asia Pacific responsible for IBM’s business solutions and business process outsourcing business across Asia Pacific, and Managing Partner, Distribution Sector responsible for IBM’s consulting business in the pharmaceutical, retail, consumer goods and travel/transportation industries. Before working with IBM, Mr. Andersen was a senior partner at PWC Consulting, where he served in a variety of positions.
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, operates through American Military University (AMU) and American Public University (APU). APUS serves more than 119,000 adult learners worldwide and offers 87 degree programs in fields ranging from homeland security, military studies, intelligence, and criminal justice to technology, business administration, public health, and liberal arts. Nationally recognized for its best practices in online higher education, APUS provides an affordable education through classes taught by experienced faculty who are committed to the academic achievement of their students.
American Public University System is accredited by The Higher Learning Commission and is a member of the North Central Association of Colleges and Schools (www.ncahlc.org). For more information about APUS graduation rates, median debt of students who completed programs, and other important information, visit www.apus.edu/disclosure.
CONTACT:
American Public Education, Inc.
Harry T. Wilkins, CPA
Executive
Vice President and Chief Financial Officer
304-724-3722
or
Christopher
L. Symanoskie
Associate Vice President, Investor Relations
703-334-3880