Current Report Filing (8-k)
May 14 2015 - 8:17AM
Edgar (US Regulatory)
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): May 13, 2015
Career Education Corporation
(Exact Name of Registrant as Specified in Charter)
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Delaware |
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0-23245 |
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36-3932190 |
(State or Other Jurisdiction
of Incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
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231 N. Martingale Rd., Schaumburg, IL |
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60173 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrants telephone number, including area code: (847) 781-3600
Not applicable
(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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On May 13, 2015, David W. Devonshire, a member of the Board of Directors (the
Board) of Career Education Corporation (the Company) submitted a letter of resignation to the Board. Mr. Devonshire resigned as a director of the Company and as a member of the Boards Audit and Compensation
Committees, each effective immediately prior to the Companys 2015 Annual Meeting of Stockholders on May 19, 2015 (the Annual Meeting). Mr. Devonshire also withdrew his name from nomination for re-election at the Annual
Meeting. Mr. Devonshires resignation letter stated that he is resigning from the Board for health reasons and not due to any disagreement with the Company on any matter relating to the Companys operations, policies, or practices.
The size of the Board has been reduced by one, to eight directors, effective upon Mr. Devonshires resignation, and at the Annual Meeting,
eight rather than nine directors will be nominated for election to the Board.
Other than Mr. Devonshire, the nominees named in the Companys
Notice of Annual Meeting and Proxy Statement (the 2015 Proxy Statement) will stand for election at the 2015 Annual Meeting. Notwithstanding Mr. Devonshires resignation and withdrawal, the proxy votes already returned by
Stockholders will remain valid and will be voted at the Annual Meeting unless revoked, except that votes will not be cast for Mr. Devonshire because he has resigned from the Board and is no longer standing for re-election.
On May 14, 2015, the Company issued a press release announcing the resignation of Mr. Devonshire. A copy of the release is furnished herewith as
Exhibit 99.1 to this Form 8-K and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
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Exhibit
Number |
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Description of Exhibit |
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99.1 |
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Press release of the Company dated May 14, 2015. |
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.
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CAREER EDUCATION CORPORATION |
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/s/ Jeffrey D. Ayers |
Jeffrey D. Ayers |
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Senior Vice President, General Counsel and Corporate Secretary |
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Dated: May 14, 2015 |
Exhibit Index
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Exhibit
Number |
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Description of Exhibits |
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99.1 |
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Press release of the Company dated May 14, 2015. |
Exhibit 99.1
DAVID W. DEVONSHIRE SUBMITS RESIGNATION FROM CAREER EDUCATION CORPORATION BOARD OF DIRECTORS, CITING
HEALTH CONCERNS
Schaumburg, Ill. (May 14, 2015) - Career Education Corporation (NASDAQ: CECO) announced today that David W. Devonshire has submitted
his resignation from its Board of Directors, citing health concerns. Mr. Devonshire, 69, has served on the companys board since March 2008 and served as Chairman of the Board from May 2013 until June 2014 and is currently a member of the
boards Audit and Compensation Committees.
On behalf of everyone at Career Education, I wish to express our most sincere gratitude to Dave for
his years of service and wish him the best as he focuses on his health, said Ron McCray, Chairman and Interim CEO. His expertise and counsel have helped guide us as we reshape our education institutions in response to shifting education
market conditions and regulatory challenges.
Mr. Devonshire served as Executive Vice President and Chief Financial Officer of Motorola, Inc.,
from March 2002 through his retirement in March 2007. From December 1998 until joining Motorola, Mr. Devonshire was Executive Vice President and Chief Financial Officer of Ingersoll-Rand Company, a global diversified industrial firm. From July
1993 until joining Ingersoll-Rand, he served as Senior Vice President and Chief Financial Officer of Owens Corning, a global producer of residential and commercial building materials.
Mr. Devonshires resignation is effective immediately prior to the companys 2015 Annual Meeting of Stockholders on May 19, 2015. Proxy
votes already returned by stockholders will remain valid and will be voted at the companys 2015 Annual Meeting unless revoked, except that votes will not be cast for Mr. Devonshire because he has resigned from the Board and is no longer
standing for re-election. Effective upon his resignation, the size of the board has been reduced by one, to eight directors. Each of the eight nominees is named in the companys 2015 Proxy Statement.
ABOUT CAREER EDUCATION CORPORATION
Career
Educations academic institutions offer a high-quality education to a diverse student population in a variety of disciplines through online, on-ground and hybrid learning programs. Our two universities American InterContinental
University (AIU) and Colorado Technical University (CTU) provide degree programs through the masters or doctoral level as well as associate and bachelors levels. Both universities predominantly serve
students online with career-focused degree programs that meet the educational demands of todays busy adults. AIU and CTU continue to show innovation in higher education, advancing new personalized learning technologies like their
intellipath adaptive learning platform that allow students to more efficiently move toward earning a degree by receiving course credit for knowledge they can already demonstrate. Career Education is committed to providing high-quality
education that closes the gap between learners who seek to advance their careers and employers needing a qualified workforce.
A listing of individual
campus locations and web links to Career Educations institutions can be found at www.careered.com.
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CONTACT
Investors:
Alpha IR Group
Sam Gibbons or Chris Hodges
(312) 445-2870
CECO@alpha-ir.com
or
Media:
Career Education Corporation
Mark Spencer
Director, Corporate Communications
(847) 585-3802
Source: Career Education Corporation
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