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 17, 2016



ITT EDUCATIONAL SERVICES, INC.
(Exact name of registrant as specified in its charter)


Delaware
 
1-13144
 
36-2061311
(State or other
 
(Commission
 
(IRS Employer
jurisdiction of
 
File Number)
 
Identification No.)
incorporation)
       


13000 North Meridian Street
Carmel, Indiana 46032-1404
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code:   (317) 706-9200


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):

¨
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))

 
 
 

Item 5.07.
Submission of Matters to a Vote of Security Holders.

ITT Educational Services, Inc. (the “Company”) held its 2016 Annual Meeting of Shareholders on May 17, 2016 to:

·  
elect two directors;
·  
ratify the appointment of Deloitte & Touche LLP (“Deloitte”) by the Audit Committee of the Company’s Board of Directors to serve as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2016; and
·  
hold an advisory vote on the compensation paid to the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, in the Proxy Statement for the Company’s 2016 Annual Meeting of Shareholders.

Proposal 1 :   At the Company’s 2016 Annual Meeting of Shareholders, the shareholders elected the following persons to serve as directors in the first class of the Company’s Board of Directors, each to hold office for the term of three years and until his successor is elected and has qualified:

First Class - Term expiring at 2019 Annual Meeting

1.  
Jerry M. Cohen
2.  
Thomas I. Morgan

The final results of the vote taken at the Company’s 2016 Annual Meeting of Shareholders for the director nominees were as follows:

 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
Jerry M. Cohen
9,261,407
 
1,120,415
 
29,354
 
7,803,899
Thomas I. Morgan
9,271,670
 
1,116,574
 
22,932
 
7,803,899

The directors who continued in office after the Company’s 2016 Annual Meeting of Shareholders are as follows:

First Class - Term expiring at 2019 Annual Meeting

1.  
Jerry M. Cohen
2.  
Thomas I. Morgan
 
 
Second Class - Term expiring at 2017 Annual Meeting

1.  
John E. Dean
2.  
Vin Weber

 
2
 


Third Class - Term expiring at 2018 Annual Meeting

1.  C. David Brown
2.  Joanna T. Lau
3.  Samuel L. Odle

Proposal 2 :   At the Company’s 2016 Annual Meeting of Shareholders, the shareholders ratified the appointment of Deloitte to serve as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2016.  The final results of the vote taken at that meeting ratifying the appointment of Deloitte were as follows:

Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
18,107,050
 
29,685
 
78,340
 
0



Proposal 3 :   At the Company’s 2016 Annual Meeting of Shareholders, the shareholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers as follows:

Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
9,984,060
 
379,394
 
47,722
 
7,803,899



 
3
 

SIGNATURE


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.

Date: May 18, 2016


ITT Educational Services, Inc.
   
   
By:
/s/ Ryan L. Roney
Name:
Ryan L. Roney
Title:
Executive Vice President, Chief
 
Administrative and Legal Officer and Secretary


 


4

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