K12 Inc. (NYSE:LRN) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07. Submission of Matters to a Vote of Security Holders.
The annual meeting of the stockholders of K12 Inc. (the “Company”) was held on December14, 2017. The Company previously filed with the Securities and Exchange Commission a definitive proxy statement and related materials pertaining to this meeting, which describe in detail each of the four proposals submitted to stockholders at the meeting. The final results for the votes regarding each proposal are set forth below.
Proposal 1: Election of Directors
The eight nominees for the Board of Directors were elected to hold office until the next annual meeting of stockholders or until such time as their respective successors are elected and qualified or their earlier resignation, death, or removal from office. The tabulation of votes is set forth below:
|
For |
Withheld |
BrokerNon-Vote |
|
|
Aida M. Alvarez |
33,770,124 |
96,695 |
6,253,350 |
|
Craig R. Barrett |
33,752,080 |
114,739 |
6,253,350 |
|
Guillermo Bron |
33,748,554 |
118,265 |
6,253,350 |
|
Nathaniel A. Davis |
33,039,367 |
827,452 |
6,253,350 |
|
John M. Engler |
33,385,842 |
480,977 |
6,253,350 |
|
Steven B. Fink |
31,343,097 |
2,523,722 |
6,253,350 |
|
Liza McFadden |
33,776,187 |
90,632 |
6,253,350 |
|
Stuart J. Udell |
33,734,508 |
132,311 |
6,253,350 |
Proposal 2: Advisory Vote to Approve Executive Compensation
The compensation paid to the Company’s named executive officers, as disclosed in the Compensation Discussion and Analysis and the accompanying tables in the proxy statement, was approved on an advisory basis (non-binding). There were 26,603,944 votes for, representing 78.55% of those shares voting and eligible to vote, 6,686,357 votes against, representing 19.74% of those shares voting and eligible to vote, 576,518 abstentions, representing 1.70% of those shares voting and eligible to vote, and 6,253,350 broker non-votes with respect to this proposal. Broker non-votes are not included in the tabulation of voting results for this proposal.
Proposal 3: Advisory Vote on the Frequency of Say on Pay in Future Years
A frequency of one year was approved on an advisory basis (non-binding) as the frequency of advisory votes to approve executive compensation (“Say on Pay”) in future years with 27,235,869 votes for one year, representing 80.42% of those shares voting and eligible to vote, 28,174 votes for two years, representing 0.08% of those shares voting and eligible to vote, 6,408,932 votes for three years, representing 18.92% of those shares voting and eligible to vote, 193,844 abstentions, representing 0.57% of those shares voting and eligible to vote, and 6,253,350 broker non-votes with respect to this proposal. Broker non-votes are not included in the tabulation of voting results for this proposal.
Based on these voting results, the Board of Directors has determined that the Company will hold future Say on Pay votes every year, until the next required advisory vote on the frequency of Say on Pay.
Proposal 4: Ratification of Appointment of Independent Auditor
The appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending June30, 2018 was ratified with 40,017,542 votes for, representing 99.74% of those shares voting and eligible to vote, 25,472 votes against, representing 0.06% of those shares voting and eligible to vote, 77,155 abstentions, representing 0.19% of those shares voting and eligible to vote, and no broker non-votes with respect to this proposal.
