Career Education Corporation (NASDAQ:CECO) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 13, 2017, the Compensation Committee (the “Committee”) of the Board of Directors of Career Education Corporation (the “Company”) approved the 2017 Annual Incentive Award Program (the “2017 AIP”) to the Career Education Corporation 2016 Incentive Compensation Plan (the “2016 Plan”). The 2017 AIP is similar to the Company’s 2016 annual incentive program, using a company-wide EBITDA performance component (80% weighting) and an individual goals performance component (20% weighting) for the most senior level participants. Achievement of the target level of performance for the EBITDA performance component results in a payout factor of 50%, with achievement of a threshold EBITDA performance level required for any payments under the 2017 AIP and a payment cap of 200% of a participant’s AIP target value. In addition, the payout opportunity for the individual goals performance component will also vary based on the level of achievement of the EBITDA performance component to further support the achievement of the anticipated benefits of the Company’s business changes.

Jeffrey Ayers, Andrew Cederoth, David Czeszewski, Andrew Hurst, John Kline and Todd Nelson, certain of the Company’s executive officers, participate in the 2017 Annual Incentive Award Program for Key Executives to the 2016 Plan (the “Key Executive AIP”) which was also approved by the Committee on February 13, 2017. The Key Executive AIP (i) establishes the maximum amount payable to each identified participant based on achievement of a revenue performance measure and (ii) is designed to qualify amounts earned under the Key Executive AIP as “performance-based” compensation for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended from time to time. The Committee intends to exercise its negative discretion under the Key Executive AIP to establish payments thereunder in accordance with the 2017 AIP, consistent with its practice in recent years. The Committee has not yet determined if any changes will be made to the existing AIP target value applicable to any of the Company’s named executive officers for 2017.

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About Career Education Corporation (NASDAQ:CECO)

Career Education Corporation, through its colleges, institutions and universities, offers education to students in a range of career-oriented disciplines through online, on-ground and hybrid learning programs. The Company’s American InterContinental University (AIU) and Colorado Technical University (CTU) provide degree programs through the master’s or doctoral level as well as associate and bachelor’s levels. The Company’s operating segments include CTU, AIU, Culinary Arts, Transitional Group, and Corporate and Other. Its University group consists of AIU and CTU, which serve students online with career-focused degree programs. Its Career Colleges Group consists of Culinary Arts and Transitional Group segments. The Culinary Arts segment includes Le Cordon Bleu institutions in North America (LCB), which offer hands-on educational programs in the career-oriented disciplines of culinary arts and patisserie and baking in the commercial-grade kitchens of Le Cordon Bleu.

Career Education Corporation (NASDAQ:CECO) Recent Trading Information

Career Education Corporation (NASDAQ:CECO) closed its last trading session up +0.21 at 9.34 with 381,016 shares trading hands.