DEVRY EDUCATION GROUP INC. (NYSE:DV) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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DEVRY EDUCATION GROUP INC. (NYSE:DV) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
On February 16, 2017, the Board of Directors (the Board) of DeVry
Education Group Inc. (DeVry Group) approved amendments to DeVry
Groups Amended and Restated By-Laws, as amended (the By-Laws). As
further described below, the amendments, which became effective
immediately, include the adoption of a majority voting standard
and proxy access. The amendments also make various technical
updates and administrative refinements.
Majority Voting Standard
Article II, Section 5 of the By-Laws was amended to provide that,
except as provided by law or the By-Laws, any question brought
before any meeting of the stockholders, other than the election
of directors, shall be decided by the affirmative vote of a
majority of the total number of votes of DeVry Groups capital
stock represented. The voting standard for director nominees in
uncontested elections is also a majority of the total number of
votes of DeVry Groups capital stock represented; however, in the
event that a nominee for re-election as a director fails to
receive the requisite votes, such director must tender his or her
resignation, subject to acceptance by the Board. The voting
standard for director nominees in contested elections was amended
to require a plurality of the votes of DeVry Groups capital stock
represented for a nominee to be elected. Prior to the changes
outlined above, DeVry Groups voting standard required the
affirmative vote of a majority of the shares of DeVry Groups
capital stock outstanding for all matters brought before any
meeting of stockholders, without a plurality exception for
contested director elections or a mandatory director resignation
requirement for incumbent director nominees failing to obtain the
required vote in uncontested elections.
Proxy Access
Article II, Section 14 of the By-Laws was amended to allow any
shareholder or group of up to 20 shareholders holding both
investment and voting rights to at least three percent of DeVry
Groups outstanding common stock continuously for at least three
years to nominate the greater of (i) two (2) or (ii) twenty
percent (20%) of the DeVry Group directors to be elected at the
annual meeting of shareholders.
The foregoing description of the amendments to the By-Laws is
qualified in their entirety by the text of the By-Laws, as
amended, a copy of which is attached hereto as Exhibit 3.1 and
incorporated herein by reference.
Item 8.01
Other Events
On February 16, 2017, the Board of DeVry Group approved a Tenth
Share Repurchase Program authorizing DeVry Group management to
expend up to $300 million to repurchase DeVry Groups common
stock, from time to time, prior to December 31, 2020. In
connection with such action, the Board simultaneously
terminated further stock repurchases under DeVry Groups Ninth
Share Repurchase Program and determined to discontinue cash
dividend payments. A copy of the press release issued in
connection with the foregoing is attached as Exhibit 99.1 to
this Current Report on Form 8-K and incorporated herein by
reference.
Item 9.01
Financial Statements and Exhibits
3.1
Amended and Restated By-Laws of DeVry Education Group Inc.
99.1
Press Release dated February 16, 2017


About DEVRY EDUCATION GROUP INC. (NYSE:DV)

DeVry Education Group Inc. (DeVry Group) is a global provider of educational services. DeVry Group’s focuses on empowering its students to achieve their educational and career goals. DeVry Group’s institutions offer a range of programs in healthcare, technology, business, accounting, finance and law. The Company operates in three segments: Medical and Healthcare; International and Professional Education, and Business, Technology and Management. Medical and Healthcare includes DeVry Medical International (DMI), Chamberlain College of Nursing (Chamberlain) and Carrington College (Carrington). International and Professional Education consists of DeVry Brasil and Becker Professional Education (Becker). Business, Technology and Management consists of DeVry University. As of June 30, 2016, DMI operated three institutions: American University of the Caribbean School of Medicine (AUC), Ross University School of Medicine (RUSM) and Ross University School of Veterinary Medicine (RUSVM).

DEVRY EDUCATION GROUP INC. (NYSE:DV) Recent Trading Information

DEVRY EDUCATION GROUP INC. (NYSE:DV) closed its last trading session 00.00 at 33.00 with 842,519 shares trading hands.

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