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STRA > SEC Filings for STRA > Form 8-K on 14-Feb-2013All Recent SEC Filings

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Form 8-K for STRAYER EDUCATION INC


14-Feb-2013

Results of Operations and Financial Condition, Change in Directors or Princ


Item 2.02. Results of Operations and Financial Condition.

On February 14, 2013, Strayer Education, Inc. (the "Company") issued a press release announcing its financial results for the quarter ended December 31, 2012. A copy of the press release is furnished as Exhibit 99.1 hereto and is hereby incorporated by reference into this Item 2.02.

The information contained in Exhibit 99.1 is deemed furnished under this Item, and shall not be deemed "filed" with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the Company under the Securities Act of 1933, as amended.



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

On February 12, 2013, the Company approved revised forms of restricted stock and stock option award agreements for use under the Company's 2011 Equity Compensation Plan ("2011 Plan"). The revised award agreements set forth the standard terms and conditions that would apply to grants of restricted stock and stock options pursuant to the 2011 Plan.

The revised forms of agreement change the provisions regarding vesting upon a change in control of the Company. Under the agreements as modified, acceleration of vesting would only occur both when there is a change in control as defined in the 2011 Plan and the employment with Strayer of the employee holding the award is terminated without cause within six months after the change in control or the employee resigns during that period as a result of a material reduction in authority, functions, duties or responsibilities.

The revised forms of award agreements are filed as Exhibits 10.1, 10.2, 10.3 and 10.4 hereto.



Item 9.01. Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits.

The exhibits required by this item are set forth on the Exhibit Index attached hereto.

Exhibit
Number                                  Description
10.1*      Form of Restricted Stock Award Agreement - Time Vesting - under the
           2011 Equity Compensation Plan

10.2*      Form of Restricted Stock Award Agreement - Performance Vesting -
           under the 2011 Equity Compensation Plan

10.3*      Form of Option Agreement under the 2011 Equity Compensation Plan

10.4*      Form of Restricted Stock Award Agreement for Non-Employee Directors
           under the 2011 Equity Compensation Plan

99.1       Press Release, dated February 14, 2013

*Denotes management contract or compensation plan or arrangement.


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