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LOPE > SEC Filings for LOPE > Form 8-K on 13-Oct-2009All Recent SEC Filings

Show all filings for GRAND CANYON EDUCATION, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for GRAND CANYON EDUCATION, INC.


13-Oct-2009

Change in Directors or Principal Officers, Financial Statements and


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

On October 8, 2009, the Board of Directors of Grand Canyon Education, Inc. (the "Company") appointed Jerry Colangelo to the Company's Board of Directors for a term expiring at the 2010 annual meeting of stockholders, or until his respective successor is elected or qualified or his earlier resignation or removal.

In connection with his appointment as a director, the Company will enter into an indemnification agreement with Mr. Colangelo (a form of which is filed as Exhibit 10.21 to Amendment No. 2 to our Registration Statement on Form S-1, filed September 29, 2008). As a director who is a non-employee of the Company, Mr. Colangelo will receive an award of restricted stock under the Company's 2008 Equity Incentive Plan valued at $20,000 as of the date of grant, which will vest on the one year anniversary of the date of grant, subject to accelerated vesting in the event of a change in control. For serving on the Board of Directors, Mr. Colangelo will receive an annual retainer of $60,000 in cash or, at his election, an annual retainer consisting of $30,000 in cash and an award of restricted stock under the 2008 Equity Incentive Plan valued at $35,000. The non-employee director restricted stock grants are made after the Company's annual meeting of stockholders each year and vest on the earlier of the one year anniversary of the date of grant or immediately prior to the following year's annual meeting of stockholder, subject to acceleration in the event of a change in control. The Company also pays its non-employee directors a fee of $2,000 per meeting for each meeting of the Board of Directors attended. The Company reimburses all of its directors for reasonable expenses incurred to attend board meetings.

The Board of Directors has determined that Mr. Colangelo will be an independent director for purposes of the Nasdaq rules, but at this time has not appointed Mr. Colangelo to any committee of the Board of Directors. Except as set forth above, Mr. Colangelo was not appointed pursuant to any arrangement or understanding with any other person.



Item 9.01. Financial Statements and Exhibits.

99.1 Press Release dated October 13, 2009


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