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ESI > SEC Filings for ESI > Form 8-K on 21-Dec-2012All Recent SEC Filings

Show all filings for ITT EDUCATIONAL SERVICES INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for ITT EDUCATIONAL SERVICES INC


21-Dec-2012

Change in Directors or Principal Officers


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

The following information is provided pursuant to Sub-item (e) of Item 5.02:

(e) On December 18, 2012, the Compensation Committee of the Registrant's Board of Directors reviewed the results of the eight 2012 management objectives (the "2012 Management Objectives") under the Registrant's short-term compensation element of executive compensation previously established by the Committee on January 23, 2012. Since the Registrant's final 2012 results with respect to the accomplishment of the 2012 Management Objectives under the 2012 short-term compensation element were known on December 18, 2012, the Compensation Committee determined to make the short-term compensation payments in December 2012, instead of in January 2013, in consideration of the increase in the federal income tax rates for individuals that are expected to become effective January 1, 2013.

At its meeting on December 18, 2012, the Compensation Committee also decided that it would assign zero to five points to each 2012 Management Objective, based on its determination of the extent to which the objective was accomplished, instead of assigning five points to each objective that it determined was accomplished. The following table sets forth the maximum short-term compensation percentage associated with each range of the aggregate number of points, which reflects this determination by the Committee:

                                 Maximum Short-Term
  Aggregate Number of Points   Compensation Percentage

           36-40               200.0%
           31-35               175.0%
           26-30               150.0%
           21-25               125.0%
           16-20               100.0%
           11-15                75.0%
            6-10                50.0%
            0-5                 25.0%

On December 18, 2012, based on its determination of the extent to which each of the 2012 Management Objectives was accomplished by the Registrant's named executive officers in 2012, the Compensation Committee approved the payment of a short-term compensation amount in cash to each of the Registrant's named executive officers, as follows: Kevin M. Modany $985,312.50; Daniel M. Fitzpatrick $272,447.50; Clark D. Elwood $268,344.38; Eugene W. Feichtner $229,143.75; and June M. McCormack $204,525.00.

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