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LOPE > SEC Filings for LOPE > Form 8-K on 2-Jul-2012All 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.


2-Jul-2012

Change in Directors or Principal Officers


Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On July 2, 2012, D. Mark Dorman resigned, effective immediately, and Chad N. Heath resigned, effective August 20, 2012, from their respective positions as members of the Board of Directors of Grand Canyon Education, Inc. (the "University"), including their positions as members of the Compensation and Nominating and Corporate Governance Committees of the Board of Directors of the University. Messrs. Dorman and Heath, both of whom are managing directors of Endeavour Capital, a private equity firm, joined the Board in 2005 in connection with Endeavour Capital's initial investment in the University. Endeavour Capital, which since that initial investment had been one of the University's largest stockholders, recently disposed of all of its remaining shares of University common stock. As a result, Messrs. Dorman and Heath believed that it was appropriate to resign from their positions as members of the Board of Directors of the University in order to focus on Endeavour Capital's current portfolio investments. The resignations are not the result of any disagreement with the University.

As a result of the resignations of Messrs. Dorman and Heath, subsequent to August 20, 2012, the Board of Directors will consist of five members, including three independent members. The Nominating and Corporate Governance Committee is currently in the process of identifying potential candidates to replace one or more of the vacancies created by the resignations. The Board of Directors has also reconstituted the membership of its various Committees as follows:

Audit Committee            Compensation Committee        Nominating and Corporate Governance Committee
Jack A. Henry (Chair)      David J. Johnson (Chair)      Bradley A. Casper (Chair)
David J. Johnson           Jack A. Henry                 David J. Johnson
Bradley A. Casper          Chad N. Heath                 Chad N. Heath

Effective upon Mr. Heath's resignation on August 20, 2012, the Compensation Committee and Nominating and Corporate Governance Committee will each consist of only two independent members of the Board of Directors.


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