Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Gregory W. Cappelli and Charles "Chas" B. Edelstein as Co-Chief
Executive Officers
On April 24, 2009, Gregory W. Cappelli, age 41, currently the Executive Vice
President of Global Strategy and Assistant to the Executive Chairman for Apollo
Group, Inc. (the "Company"), was appointed, effective immediately, to the
position of Co-Chief Executive Officer of the Company. Mr. Cappelli will share
the function and title of Chief Executive Officer with the Company's current
Chief Executive Officer Charles "Chas" B. Edelstein, age 49, who became CEO in
August 2008. Mr. Cappelli will assume responsibility for the areas of
operations, global strategy, external communications and Apollo Global, for
which he will continue to serve as Chairman. Mr. Edelstein will focus on the
areas of finance, corporate development, human resources and legal. Both
executives will report to the Company's Board of Directors, of which they are
both members.
On April 24, 2009, as a result of the appointments described above, the
Company entered into amendments to the employment agreements with
Messrs. Cappelli and Edelstein. Copies of the employment agreement amendments
with Messrs. Cappelli and Edelstein (collectively, the "Amendments") are filed
with this Current Report on Form 8-K as Exhibits 10.1 and 10.2, respectively,
and the summary herein is qualified in its entirety by reference to the
Amendments.
The Amendments set forth the allocation of the authority and responsibilities
of the position of Chief Executive Officer between Messrs. Cappelli and
Edelstein. The amendment to Mr. Cappelli's employment agreement provides that
his annual base salary will be increased to $600,000. This salary increase will
be effective as of April 24, 2009.
Item 7.01 Regulation FD Disclosure.
On April 27, 2009, the Company issued a press release announcing the
appointment of the Co-Chief Executive Officer positions, as described in
Item 5.02 of this Form 8-K. 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.