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): December 16, 2011
Apollo Group, Inc.
(Exact name of registrant as specified in its charter)
| Arizona | 0-25232 | 86-0419443 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| 4025 S. Riverpoint Parkway, Phoenix, Arizona (Address of principal executive offices) |
85040 (Zip Code) | |||
Registrant’s telephone number, including area code: (480) 966-5394
Former name or former address, if changed since last report
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)) |
Section 5 – Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On December 16, 2011, the Board of Directors (the “Board”) of Apollo Group, Inc. (the “Company”) appointed Richard H. Dozer to fill an existing vacancy on the Board. Mr. Dozer was also appointed to serve on the Board’s Audit Committee.
Mr. Dozer will participate in the cash and equity compensation programs provided to and upon the same terms as our other non-employee directors. These cash and equity compensation programs are more fully described under “Director Compensation” in our Information Statement on Form 14C filed with the Securities and Exchange Commission on December 21, 2010, which description is incorporated in this Item 5.02 by this reference. In accordance with those programs, Mr. Dozer received, at the time of his December 16, 2011 appointment to the Board, a pro-rated equity award for the balance of the 2012 fiscal year comprised of (i) an option grant covering 3,484 shares of the Company’s Class A common stock with an exercise price of $50.15 per share and (ii) a restricted stock unit award covering an additional 2,128 shares of the Company’s Class A common stock. Both components will vest upon his continuation in Board service through August 31, 2012. In addition, we have entered into an indemnification agreement with Mr. Dozer on substantially the same terms as for our other non-employee directors which obligates us to indemnify him in his capacity as a director to the maximum extent permitted by law.
Section 7 – Regulation FD
Item 7.01 Regulation FD Disclosure.
On December 20, 2011, the Company issued a press release announcing the appointment of Richard H. Dozer to its Board of Directors and Audit Committee. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.
The information in Item 7.01 of this Form 8-K and Exhibit 99.1 furnished herewith shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in any such filing.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are provided herewith:
| Exhibit Number |
Description | |
| 99.1 | Text of press release issued by Apollo Group, Inc. dated December 20, 2011. | |
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.
| Apollo Group, Inc. | ||||||
| December 20, 2011 | By: | /s/ Brian L. Swartz | ||||
| Name: Brian L. Swartz | ||||||
| Title: Senior Vice President and Chief Financial Officer | ||||||
Exhibit Index
| Exhibit No. |
Description | |
| 99.1 | Text of press release issued by Apollo Group, Inc. dated December 20, 2011. | |
Exhibit 99.1
Richard Dozer Joins Apollo Group Board of Directors
PHOENIX – December 20, 2011 – Apollo Group, Inc. (NASDAQ: APOL), today announced that Richard Dozer has been appointed to the company’s board of directors, filling an existing vacancy on the board. Mr. Dozer, who will serve as an independent director, was also appointed to sit on the board’s audit committee.
“We are very pleased to welcome Rich to the Board,” said John Sperling, executive chairman of the board of Apollo Group. “Rich brings a wealth of senior management, leadership, operations and accounting expertise to Apollo Group, along with deep roots in the Arizona business community.”
Currently, Mr. Dozer serves as chairman of GenSpring Family Office of Phoenix, a family-focused wealth management firm. In addition, Mr. Dozer serves on the boards of directors of multiple Arizona-based corporations, including Blue Cross Blue Shield of Arizona, Meridian Bank, Swift Transportation Corporation and Viad Corporation.
Previously in his career, Mr. Dozer served as the founding president of the Arizona Diamondbacks major league baseball club. Prior to joining the Diamondbacks, Mr. Dozer served as chief operating officer of the Phoenix Suns, a National Basketball Association franchise. Mr. Dozer also served as principal of real estate development and investment firm CDK Partners, and earlier in his career he held various positions with Arthur Andersen, where he was a certified public accountant.
Mr. Dozer is an active supporter of numerous organizations and causes that benefit the Arizona community, including Phoenix Children’s Hospital, United Way Foundation for Blind Children and United Cerebral Palsy. Additionally, he serves on the boards of directors of Teach for America of Phoenix, the Greater Phoenix Convention and Visitor’s Bureau and Greater Phoenix Leadership, Inc. Mr. Dozer earned a bachelor’s degree in business administration from the University of Arizona, with an emphasis in accounting.
About Apollo Group, Inc.
Apollo Group, Inc. is one of the world’s largest private education providers and has been in the education business for more than 35 years. The Company offers innovative and distinctive educational programs and services both online and on-campus at the undergraduate, master’s and doctoral levels through its subsidiaries: University of Phoenix, Apollo Global, Institute for Professional Development and College for Financial Planning. The Company’s programs and services are provided in 40 states and the District of Columbia; Puerto Rico; Latin America; and Europe, as well as online throughout the world.
For more information about Apollo Group, Inc. and its subsidiaries, call (800) 990-APOL or visit the Company’s website at http://www.apollogrp.edu.
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Media Contact: Apollo Group Media Hotline, (602) 254-0086 // media@apollogrp.edu
Investor Contact: Beth Coronelli, (312) 660-2059 // beth.coronelli@apollogrp.edu or Jeremy Davis, (312) 660-2071 jeremy.davis@apollogrp.edu