0000880059-13-000064.txt : 20131101 0000880059-13-000064.hdr.sgml : 20131101 20131101160746 ACCESSION NUMBER: 0000880059-13-000064 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20131028 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20131101 DATE AS OF CHANGE: 20131101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EDUCATION MANAGEMENT CORPORATION CENTRAL INDEX KEY: 0000880059 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 251119571 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34466 FILM NUMBER: 131186013 BUSINESS ADDRESS: STREET 1: 300 SIXTH AVENUE CITY: PITTSBURGH STATE: PA ZIP: 15222 BUSINESS PHONE: 4125620900 MAIL ADDRESS: STREET 1: 300 SIXTH AVE CITY: PITTSBURGH STATE: PA ZIP: 15222 8-K 1 form8-knelsondeparture.htm 8-K Form 8-K Nelson Departure



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): November 1, 2013 (October 28, 2013)
 
 
Education Management Corporation
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
 
 
Pennsylvania
 
001-34466
 
25-1119571
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
210 Sixth Avenue, Pittsburgh, Pennsylvania 15222
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code: (412) 562-0900
 
 
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 (see General Instruction A.2.):
 
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 October 28, 2013, Education Management LLC (the “Company”) and Todd S. Nelson, Chairman of the Board of Directors of the Company, agreed to terminate Mr. Nelson’s employment effective November 8, 2013 (the “Departure Date”). In consideration of Mr. Nelson’s execution of a general release in favor of the Company and its affiliates and related parties pursuant to a Waiver and Release of Claims, the Company has agreed to pay Mr. Nelson the amounts he is entitled to receive upon a termination other than for Cause as defined in the employment agreement dated February 8, 2007, between the




Company and Mr. Nelson (the “Employment Agreement”). Notwithstanding the terms of the Employment Agreement, the separation amount payable to Mr. Nelson is offset by compensation payments made to him in fiscal year 2014, and Mr. Nelson will not receive a pro-rata bonus for fiscal year 2014. The Company will reimburse Mr. Nelson the amount of $35,665 in certain expenses related to the Employment Agreement. Additionally, Mr. Nelson’s outstanding stock option awards shall continue to vest under the terms of the applicable award agreements consistent with a termination other than for Cause.
The Employment Agreement is attached as Exhibit 10.02 to the Current Report on Form 8-K of Education Management LLC filed on February 14, 2007.

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.
 
 
 
 
EDUCATION MANAGEMENT CORPORATION
 
 
By:
 
/s/ Edward H. West
 
 
Name: Edward H. West
 
 
Title: President and Chief Executive Officer
Dated: November 1, 2013