APOL Apollo Education Grp., Inc.

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): April 22, 2015

 

 

Apollo Education Group, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Arizona		0-25232		86-0419443
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)
4025 S. Riverpoint Parkway, Phoenix, Arizona				85040
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code: (480) 966-5394

 

Former name or former address, if changed since last report

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Section 5 – Corporate Governance and Management

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) Resignation of Principal Financial Officer

On April 22, 2015, Brian L. Swartz, the Senior Vice President and Chief Financial Officer of Apollo Education Group, Inc. (the “Company”) informed the Company of his intention to resign from his position effective May 15, 2015.

(c) Appointment of Principal Financial Officer

On April 27, 2015, the Company’s Board of Directors appointed Joseph L. D’Amico, age 65, to serve as the Company’s interim Chief Financial Officer effective upon Mr. Swartz’s departure.

Mr. D’Amico previously served as the Company’s Chief Financial Officer from December 2006 to June 2007, Executive Vice President and Chief Financial Officer from June 2007 to June 2008, President, Chief Financial Officer and Treasurer from June 2008 to March 2009, President and Chief Operating Officer from March 2009 to December 2011, President from December 2011 to March 2013, and Executive Vice President and Advisor to the Company’s Chief Executive Officer from March 2013 until his retirement in September 2013. Mr. D’Amico has been a consultant to the Company since September 2013.

On April 28, 2015, the Company entered into an offer letter with Mr. D’Amico providing for his temporary employment with the Company from April 28, 2015 to an expected end date of November 30, 2015 (the “Offer Letter”). The Offer Letter provides for a monthly salary of $80,000, a $2,500 monthly housing stipend, a recommended grant of restricted stock units with a grant date fair value of $300,000 (the “RSUs”), and customary cooperation and indemnification provisions. The RSUs will vest on November 30, 2015 (the “Vesting Date”), subject to Mr. D’Amico’s continued employment with the Company through the Vesting Date. The RSUs will vest earlier on an accelerated basis if, after the RSU grant date but before the Vesting Date, his employment terminates (other than for cause) after a permanent chief financial officer is hired, subject to Mr. D’Amico delivering an effective general release to the Company and agreeing to provide any transition services reasonably requested by the Company between the date a permanent chief financial officer is hired and November 30, 2015. A copy of the Offer Letter is filed as Exhibit 10.1 to this Form 8-K.

 

Item 7.01

Regulation FD Disclosure.

On April 28, 2015, the Company issued a press release announcing the resignation of Brian L. Swartz, the Company’s Senior Vice President and Chief Financial Officer and the appointment of Joseph L. D’Amico as interim Chief Financial Officer. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

The information in Item 7.01 of this Form 8-K and Exhibit 99.1 furnished herewith shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in any such filing.

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Section 9 – Financial Statements and Exhibits

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are furnished or filed herewith:

 

Exhibit Number		Description
10.1		Offer Letter dated April 28, 2015 from Apollo Education Group, Inc. to Joseph L. D’Amico.
99.1*		Text of press release issued by Apollo Education Group, Inc. dated April 28, 2015.

 

*

Furnished

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

				Apollo Education Group, Inc.
April 28, 2015				By:		/s/ Gregory W. Cappelli
				Name:		Gregory W. Cappelli
				Title:		Chief Executive Officer

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Exhibit Index

 

Exhibit No.		Description
10.1		Offer Letter dated April 28, 2015 from Apollo Education Group, Inc. to Joseph L. D’Amico.
99.1		Text of press release issued by Apollo Education Group, Inc. dated April 28, 2015.

Exhibit 10.1

 

 

 

April 28, 2015

 

Joseph D’Amico

Dear Joe:

On behalf of Apollo Education Group, Inc. (“Apollo”, “Company”), it is a pleasure to extend you this offer of employment for a temporary role. In this role, you will serve as Interim Chief Financial Officer (“Interim CFO”) commencing effective on the date that the Company’s current Chief Financial Officer resigns, which is expected to be May 15, 2015. Prior to such time, you will serve the Company in a transitional role. This position will report to Gregory Cappelli, Chief Executive Officer.

The expected start date for this temporary employment will be April 27, 2015 and expected end date will be November 30, 2015.

We are pleased to offer you the following compensation. The descriptions below highlight the compensation you are entitled to receive.

 

Monthly Salary		Management will recommend to the Compensation Committee that you be provided a monthly salary of $80,000, less required tax withholdings, payable on a bi-weekly basis in arrears.   You will not be eligible to participate in the Executive Officer Performance Incentive Plan or any other bonus plan of Apollo or its subsidiaries.
Housing Stipend		Management will recommend to the Compensation Committee that you receive a monthly housing stipend of $2,500, less required tax withholdings.
Restricted Stock Unit Award		Management will recommend to the Compensation Committee that you be provided with a restricted stock unit (“RSU”) award for this temporary period of employment with a grant date fair market value of $300,000, subject to your continued employment with the Company on the applicable grant date (the “RSU Grant Date”). This RSU award will vest, and the shares of the Company’s Class A common stock underlying those units shall be concurrently issued on, November 30, 2015, subject to your continued employment with the Company through such date. Notwithstanding the foregoing, such vesting and issuance shall be accelerated if, after the RSU Grant Date, your employment is voluntary or involuntary terminated, in each case, other than for “Cause” (as defined in the Company’s 2000 Stock Incentive Plan, as amended and restated) after a permanent chief financial officer is hired, subject to your (i) delivering an effective and enforceable general release to the Company within 30 days of your termination and (ii) agreeing to provide any transition services reasonably requested by Apollo between the date the permanent chief financial officer is hired and November 30, 2015.

 

 

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		You and the Company agree that this RSU will be structured to comply with the short-term deferral exemption under Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), so as to not be subject to Section 409A.
Benefits		As a temporary employee, you will not be eligible to participate in any of Apollo’s employee benefit plans, programs, or arrangements, including, but not limited to, health care plans, 401(k) plan, UShare profit sharing program, deferred compensation plan and Educational Assistance Plan.
Severance Benefits		Because your employment is being established as a temporary employment engagement, the end of this employment is not considered to be an involuntary termination under the Senior Executive Severance Pay Plan (“Severance Plan”), which means that you will not be eligible to receive severance benefits under the Severance Plan or any other arrangement in connection with your employment as Interim CFO.

In addition to the compensation terms described above, the following terms will also apply during this temporary employment:

 

Cooperation		Apollo will provide reimbursement for any reasonable expenses actually incurred in providing cooperation to Apollo, including by providing truthful information and testimony as reasonably requested by Apollo, with regard to any claim asserted by or against Apollo or its subsidiaries as to which you have relevant knowledge and, in situations where you are not a named defendant in the claim, Apollo will also provide a reasonable rate of pay per hour for time spent in providing such services.
Indemnification		Apollo agrees to indemnify you to the maximum extent permitted by Section 10-856 of the Arizona Revised Statutes, Article 5 of the University of Phoenix Bylaws, and Section 5.14 of the Apollo Bylaws in regard to your service as Interim CFO.   As set forth in the Separation Agreement and General Release and Waiver of Claims with the Company that you executed on September 12, 2013 (the “Separation Agreement”), your rights under Section 13(c) of the Employment Agreement (as defined in the Separation Agreement) remain in force in accordance with their terms.

Nothing in this letter shall restrict in any way your rights or Apollo’s rights, which rights are hereby expressly reserved by each, to terminate employment at any time for any reason, with or without cause, subject to applicable law.

Please note that the terms of this offer do not affect the terms of your outstanding equity awards (other than the RSU award described herein), and such other equity awards shall remain outstanding subject to all of their terms and conditions.

Your employment will be subject to all terms and conditions contained in the current version of the Employee Handbook.

 

 

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Should you have any questions concerning any part of this offer, please call Fred Newton at (602) 557-1703.

Sincerely,

/s/ Gregory Cappelli

Gregory Cappelli

Chief Executive Officer

Apollo Education Group

 

I accept this offer as presented.
/s/ Joseph D’Amico				April 28, 2015
Joseph D’Amico				Date

 

 

Exhibit 99.1

 

 

 

Apollo Education Group Announces CFO Departure

Joseph D’Amico named as Interim CFO

Phoenix, April 28, 2015 - Apollo Education Group, Inc. (NASDAQ: APOL) today announced that Brian Swartz, Senior Vice President and Chief Financial Officer, has resigned from his position with the company effective May 15, 2015. Joseph D’Amico has been appointed to serve as interim CFO effective upon Mr. Swartz’s departure, while the company conducts a comprehensive search, considering both internal and external candidates.

“We thank Brian, as a valued member of the management team, for his contributions during the past nine years,” said Greg Cappelli, Chief Executive Officer, Apollo Education Group. “He has developed a strong financial infrastructure to support the implementation of our long-term strategic plan. We wish Brian all the best going forward.”

“I am honored to have been part of Apollo in serving such an important mission and thank Greg, the Board of Directors, and the entire team,” said Swartz. “While I have decided to pursue a new direction, I strongly believe Apollo has the team, financial foundation, and strategy in place to achieve long-term success and help transform higher education.”

“We are pleased Joe is willing to lead our financial operations on an interim basis to ensure a smooth transition as we conduct a comprehensive search to fill this important role,” said Cappelli. “I have worked closely with Joe, and he brings tremendous experience, both in the industry and with the company in his current capacity as a member of both the University of Phoenix and Western International Boards of Trustees and his past roles at Apollo, including his service as CFO.”

D’Amico spent more than 30 years in public accounting at PricewaterhouseCoopers before joining the private sector in 2002. He served as a Senior Managing Director of FTI Palladium Partners, an interim management company and a division of FTI Consulting Inc., before joining Apollo Education Group in 2006, serving as Chief Financial Officer. During his tenure at Apollo, D’Amico also served as President and Chief Operating Officer. He retired as an officer in 2013. He received his Master of Business Administration from the University of Chicago and his Bachelor of Science in Accountancy from the University of Illinois.

About Apollo Education Group, Inc.

Apollo Education Group, Inc. is one of the world’s largest private education providers, serving students since 1973. Through its subsidiaries, Apollo Education Group offers undergraduate, graduate, professional development and other nondegree educational programs and services, online and on-campus principally to working learners. Its educational programs and services are offered throughout the United States and in Europe, Australia, Latin America, Africa and Asia, as well as online throughout the world. For more information about Apollo Education Group, Inc. and its subsidiaries visit the Company’s website at www.apollo.edu.

Investor Relations Contacts:

Beth Coronelli, 312-660-2059

beth.coronelli@apollo.edu

Erin Kelly, 602-557-3830

erin.kelly@apollo.edu

Media Contact:

Media Relations Hotline, 602-254-0086

media@apollo.edu