Current Report Filing (8-k)
March 10 2017 - 7:42AM
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): March 6, 2017
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
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(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 North Martingale Road
Schaumburg, IL
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60173
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s 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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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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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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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On March 6, 2017, the Compensation Committee (the “
Committee
”) of the Board of Directors of Career Education Corporation (the
“
Company
”) approved a revised performance unit agreement form under the Career Education Corporation 2016 Incentive Compensation Plan (the “
2016 Plan
”) to revise the peer group used for the relative total
stockholder return (“
TSR
”) performance measure contained therein. The revised form is attached as
Exhibit 10.1
. The terms of each award are determined by the Committee in its sole discretion and will be set forth in an
individual’s award agreement on the attached form.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit
Number
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Description of Exhibits
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10.1
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Form of Performance Unit Agreement under the Career Education Corporation 2016 Incentive Compensation Plan
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2
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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By:
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/s/ Jeffrey D. Ayers
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Jeffrey D. Ayers
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Senior Vice President, General Counsel and Corporate Secretary
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Date: March 10, 2017
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Exhibit Index
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Exhibit
Number
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Description of Exhibits
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10.1
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Form of Performance Unit Agreement under the Career Education Corporation 2016 Incentive Compensation Plan
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4
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