American Public Education, Inc. (NASDAQ:APEI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

American Public Education, Inc. (NASDAQ:APEI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Item5.02

Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

(e)

On May12, 2017, the stockholders of American Public Education,
Inc. (the Company) approved the American Public Education, Inc.
2017 Omnibus Incentive Plan (the 2017 Plan) at the Companys 2017
Annual Meeting of Stockholders (the Annual Meeting). A
description of the 2017 Plan is set forth in the Companys
Definitive Proxy Statement filed with the Securities and Exchange
Commission on March31, 2017 (the Proxy Statement), in the section
entitled Proposal No.4 Approval of the American Public Education,
Inc. 2017 Omnibus Incentive Plan, which description is
incorporated herein by reference. The description is qualified in
its entirety by reference to the copy of the 2017 Plan that is
attached to this Current Report as Exhibit10.1.

On May 12, 2017, the Board of Directors of the Company, acting
upon the recommendation of its Compensation Committee (the
Committee), adopted the American Public Education, Inc. Executive
Severance Plan (the Severance Plan). The Severance Plan is
effective as of May 12, 2017 and shall continue until it is
terminated, provided that any termination of the Severance Plan
will not become effective until 12 months after the date of the
Committees or the Boards action to terminate the Severance Plan.
The Severance Plan is intended to provide severance benefits to
Senior Vice Presidents of the Company that are designated by the
Committee, including the Companys named executive officers who do
not have employment agreements, Tom Beckett, our Senior Vice
President and General Counsel, and Amy Panzarella, our Senior
Vice President, Human Resources and Community Affairs. The
Severance Plan will be administered by the Committee and is
subject to amendment by the Committee or the Board.

In order to participate in and receive any severance benefits
under the Severance Plan, each participant must comply with
covenants not to compete with the Company and its affiliates and
not to solicit employees of the Company or its affiliates, in
each case during the term of employment and for a period of 12
months thereafter. In addition, in order to receive any of the
severance benefits described above, a participant must agree to
release all claims against the Company and its affiliates and
their respective officers and directors

to the Severance Plan, a participant whose employment is
terminated by the Company without Cause (as defined in the
Severance Plan) or by the participant for Good Reason (as defined
in the Severance Plan) (and not as a result of disability or
death) would be entitled, in addition to any unpaid amounts
already owed to the participant, to receive: an amount equal to
the sum of the participants base salary in effect immediately
prior to the termination date, payable for a 12-month period; an
amount equivalent to 12 months of health care benefits; and an
amount equal to the product of (a) the annual cash bonus, if any,
that the participant would have earned for the entire calendar
year in which the termination date occurs based on the actual
level of achievement of any Company performance goals for such
year and the higher of the actual or target level of achievement
of any individual performance goals for such year, and (b) a
fraction, the numerator of which is the number of days the
participant was employed by the Company during the calendar year
in which the termination date occurs and the denominator of which
is the number of days in such year.

A participant whose employment is terminated by the Company
without cause or by the participant for good reason (and not as a
result of disability or death) within six months following a
Change in Control (as defined in the Severance Plan) would be
entitled, in addition to any unpaid amounts already owed to the
participant, to receive: an amount equal to the 1.5 times the sum
of the participants base salary in effect immediately prior to
the termination date, plus the participants target annual bonus
for the year in which the termination date occurs; and 18 months
of healthcare benefits.

The Severance Plan does not affect the terms of any outstanding
equity awards. The treatment of any outstanding equity awards
will be determined in accordance with the terms of the Company
equity plan or plans under which they were granted and any
applicable award agreements.

The foregoing description of the Severance Plan is qualified in
its entirety by reference to the copy of the Severance Plan that
is attached to this Current Report as Exhibit10.2.

Item5.07 Submission of Matters to a Vote of Security
Holders.

The Annual Meeting was held on May 12, 2017.As of March 17, 2017,
the date of record for determining the stockholders entitled to
vote on the proposals presented at the Annual Meeting, there were
16,219,926 shares of Company common stock issued and outstanding
and entitled to vote at the Annual Meeting.The holders of
14,978,150 shares of the Companys issued and outstanding common
stock were represented in person or by proxy at the Annual
Meeting, constituting a quorum.The proposals are described in
detail in the Proxy Statement.The vote results detailed below
represent final results as certified by the Inspector of
Elections.

Proposal No. 1 Election of Directors.

The Companys stockholders elected the following persons, who were
listed in the Proxy Statement, to the Companys Board of Directors
to hold office for the term expiring at the 2018 Annual Meeting
of Stockholders or until each such persons 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 14,043,044 87,711 6,782 840,613
Wallace E. Boston, Jr. 14,057,920 78,915 840,613
Barbara G. Fast 14,048,067 88,880 840,613
Jean C. Halle 14,030,976 105,991 840,613
Barbara L. Kurshan 14,057,017 79,900 840,613
Timothy J. Landon 14,057,930 78,925 840,613
Westley Moore 14,044,555 92,190 840,613
William G. Robinson, Jr. 14,049,720 87,095 840,613

Proposal No. 2 Advisory Vote on the Compensation of Our Named
Executive Officers.

The Companys stockholders approved, in an advisory (non-binding)
vote, the compensation of the Companys named executive
officers.The votes regarding this proposal were as follows:

Votes For Votes Against Abstentions Broker Non-Votes
13,819,572 310,468 7,497 840,613

Proposal No. 3 Advisory Vote on the Frequency of Future
Advisory Votes on Compensation of Our Named Executive
Officers.

The Companys stockholders voted, on an advisory (non-binding)
basis, on the frequency of future advisory stockholder votes on
the compensation of the Companys named executive officers.The
votes regarding this proposal were as follows:

One Year Two Years Three Years Abstentions
10,273,658 1,315 2,962,242 900,322

In accordance with the results for Proposal No. 3, the Companys
Board of Directors has determined that future advisory votes on
the compensation of the Companys named executive officers will be
held every year.Thus, the next shareholder advisory vote on the
compensation of the Companys named executive officers will be
held at the 2018 Annual Meeting of Stockholders.

Proposal No. 4 Approval of American Public Education, Inc.
2017 Omnibus Incentive Plan.

The Companys stockholders approved the American Public Education,
Inc. 2017 Omnibus Incentive Plan.The votes regarding this
proposal were as follows:

Votes For Votes Against Abstentions Broker Non-Votes
13,170,459 960,872 6,206 840,613

Proposal No. 5 Ratification of Appointment of Independent
Registered Public Accounting Firm.

The Companys stockholders ratified the appointment of RSM US LLP
as the Companys independent registered public accounting firm for
the fiscal year ending December 31, 2017.The votes regarding this
proposal were as follows:

Votes For Votes Against Abstentions Broker Non-Votes
14,898,496 78,992
Item 7.01 Regulation FD Disclosure.

On May 15, 2017, American Public University System (APUS), a
subsidiary institution of the Company, announced its first two
applied doctoral programs, in Strategic Intelligence and Global
Security. These programs will be offered in three annual cohorts
beginning in January 2018.

Forward-Looking Statements

Statements made in this Current Report regarding American Public
Education, Inc., or its subsidiaries (including APUS), that are
not historical facts are forward-looking statements based on
current expectations, assumptions, estimates and projections
about American Public Education, Inc. and the industry. These
forward-looking statements are subject to risks and uncertainties
that could cause actual future events or results to differ
materially from such statements. Forward-looking statements can
be identified by words such as anticipate, believe, seek, could,
estimate, expect, intend, may, should, will and would. These
forward-looking statements include, without limitation,
statements regarding applied doctoral programs at APUS. Actual
results, decisions or actions could differ materially from those
expressed or implied by these forward-looking statements as a
result of various factors, including the various risks described
in the Risk Factors section and elsewhere in the Company’s
Annual Report on Form 10-K for the year ended December 31, 2016,
Quarterly Report on Form 10-Q for the period ended March 31, 2017
and other filings with the SEC. The Company undertakes no
obligation to update publicly any forward-looking statements for
any reason, unless required by law, even if new information
becomes available or other events occur in the future.

Item9.01 Financial Statements and Exhibits.

(d)Exhibits

Exhibit
Number Description
10.1 American Public Education, Inc. 2017 Omnibus Incentive Plan
10.2 American Public Education, Inc. Executive Severance Plan


About American Public Education, Inc. (NASDAQ:APEI)

American Public Education, Inc. is a provider of online and on-campus postsecondary education. The Company’s segments include American Public Education Segment (APEI Segment), which consists of the operational activities of APUS, other corporate activities and minority investments, and Hondros College of Nursing Segment (HCON Segment), which consists of the operational activities of HCON. APUS provides online postsecondary education directed primarily at the needs of the military and public safety communities. APUS is an online university that includes American Military University (AMU) and American Public University (APU). HCON provides nursing education to students at approximately four campuses in the State of Ohio, as well as online, to serve the needs of the nursing and healthcare communities. HCON offers a Diploma in Practical Nursing and an Associate Degree in Nursing at its Ohio campuses, which are located in the suburban areas of Cincinnati, Columbus, Dayton and Cleveland.

American Public Education, Inc. (NASDAQ:APEI) Recent Trading Information

American Public Education, Inc. (NASDAQ:APEI) closed its last trading session down -0.80 at 24.15 with 95,356 shares trading hands.

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