K12 Inc. (NYSE:LRN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January10, 2018 (the “Effective Date”), the Board of Directors (the “Board”) of K12 Inc. (the “Company”) increased the size of the Board to nine members and elected Robert E. Knowling,Jr. as a director to fill the newly created vacancy, effective immediately. Mr.Knowling was also appointed to serve as a member of the Compensation Committee of the Board. There are no arrangements or understandings between Mr.Knowling and any other person to which Mr.Knowling was selected as a director of the Company. Mr.Knowling will serve as a director of the Company until the next annual meeting of stockholders of the Company and until his successor is elected and qualified or until his earlier death, retirement, resignation or removal.
Mr.Knowling will be compensated in accordance with the Company’s Non-Employee Directors Compensation Plan in effect from time to time. Based on the Company’s current Non-Employee Directors Compensation Plan, Mr.Knowling will receive an annual award of restricted stock equivalent to $100,000, an annual cash retainer of $60,000 for his service as a member of the Board and an annual cash retainer of $5,000 for his service as a member of the Compensation Committee of the Board (each prorated for the period between the Effective Date and December31, 2018).
Item 7.01. Regulation FD Disclosure.
On January11, 2018, the Company issued a press release announcing the appointment of Mr.Knowling to the Board. A copy of this press release is furnished as Exhibit99.1 to this Current Report.
Item 9.01. Financial Statements and Exhibits.