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NAUH > SEC Filings for NAUH > Form 8-K on 31-Oct-2013All Recent SEC Filings

Show all filings for NATIONAL AMERICAN UNIVERSITY HOLDINGS, INC.

Form 8-K for NATIONAL AMERICAN UNIVERSITY HOLDINGS, INC.


31-Oct-2013

Change in Directors or Principal Officers, Submission


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

(e) National American University Holdings, Inc. (the "Company") held its annual meeting of stockholders on October 29, 2013. At the meeting, the stockholders of the Company approved certain amendments to the Company's 2009 Stock Option and Compensation Plan ("2009 Plan"), adoption of the Company's 2013 Restricted Stock Unit Plan (the "RSU Plan"), and the one-time exchange of certain stock options held by the Company's executive officers for newly issued restricted stock units (the "Exchange Offer").

The amendments and the terms of the 2009 Plan are set forth under the caption "Proposal No. 2-Approval of Amendments to 2009 Stock Option and Compensation Plan" in the Company's definitive proxy statement for the Company's 2013 annual meeting filed with the Securities and Exchange Commission on September 27, 2013 ("Proxy Statement"). Such description is incorporated herein by reference and is qualified in its entirety by reference to the text of the 2009 Plan and the amendments, filed as Exhibit 10.1 to this report on Form 8-K.

The terms of the RSU Plan are set forth under the caption "Proposal No. 3-Adoption of 2013 Restricted Stock Unit Plan" in the Company's Proxy Statement. Such description is incorporated herein by reference and is qualified in its entirety by reference to the RSU Plan, filed as Exhibit 10.2 to this report on Form 8-K.

The terms of the Exchange Offer and the newly issued restricted stock units are set forth under the caption "Proposal No. 4-Approval of the Exchange Offer" in the Company's Proxy Statement. Such description is incorporated herein by reference and the description of the restricted stock units is qualified in its entirety by reference to the restricted stock unit agreement, filed as Exhibit 10.3 to this report on Form 8-K.



Item 5.07 Submission of Matters to a Vote of Security Holders.

An annual meeting of the stockholders of the Company was held on October 29, 2013. Present at that annual meeting were 23,557,073 shares of common stock entitled to vote. The stockholders voted on the following matters at the meeting:

1. The election of eight directors, each of whom will hold office until the next annual meeting of stockholders and until his or her successor is elected and qualified or until his or her earlier resignation or removal:

                                    Shares Voted       Shares         Broker
          Name                           For          Withheld       Non-Votes
          Robert D. Buckingham         21,818,688       339,308       1,399,077
          Dr. Jerry L. Gallentine      21,825,953       332,043       1,399,077
          Dr. Ronald L. Shape          21,834,415       323,581       1,399,077
          Dr. Therese Kreig Crane      21,960,754       197,242       1,399,077
          Dr. Thomas D. Saban          21,952,218       205,778       1,399,077
          Richard L. Halbert           21,960,684       197,312       1,399,077
          Jeffrey B. Berzina           22,154,166         3,830       1,399,077
          David L. Warnock             22,151,033         6,963       1,399,077



2. The approval of amendments to the Company's 2009 Stock Option and Compensation Plan:

Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes 21,475,449 641,776 40,771 1,399,077

3. The adoption of the Company's 2013 Restricted Stock Unit Plan:

Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes 21,798,187 323,038 36,771 1,399,077

4. The approval of the exchange of underwater stock options of Company's executive officers for restricted stock units:

Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes 17,787,146 4,339,252 31,598 1,399,077

5. The approval by an advisory vote the compensation of the Company's named executive officers:

Shares Voted For Shares Voted Against Shares Abstained Broker Non-Votes 21,944,942 150,532 62,522 1,399,077

6. The recommendation, by an advisory vote, the frequency of executive compensation votes:

1 Year 2 Years 3 Years Shares Abstained 19,740,516 2,224,237 154,241 39,002

In accordance with the results of this vote, the Company's Board of Directors has determined to implement an annual advisory vote on executive compensation.

7. The ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending May 31, 2014.

Shares Voted For Shares Voted Against Shares Abstained 23,550,481 6,142 450




Item 8.01 Other Events.

On October 30, 2013, the Company issued a press release announcing that on October 28, 2013, the Company's Board of Directors declared a cash dividend in the amount of $0.045 per share on all shares of the Company's common stock outstanding and of record as of the close of business on December 30, 2013. The dividends will be payable on or about January 10, 2014. The Company operates on a May 31st fiscal year. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed herewith:

Exhibit
Number                                    Description

10.1         National American University Holdings, Inc. 2009 Stock Option and
             Compensation Plan (Incorporated by reference to Appendix A and
             Appendix B to the Company's definitive proxy statement for the
             Company's 2013 annual meeting filed with the Securities and Exchange
             Commission on September 27, 2013)

10.2         National American University Holdings, Inc. 2013 Restricted Stock Unit
             Plan (Incorporated by reference to Appendix C to the Company's
             definitive proxy statement for the Company's 2013 annual meeting filed
             with the Securities and Exchange Commission on September 27, 2013)

10.3         Restricted Stock Unit Award Agreement (Incorporated by reference to
             Appendix D to the Company's definitive proxy statement for the
             Company's 2013 annual meeting filed with the Securities and Exchange
             Commission on September 27, 2013)

99.1         Press release announcing dividend, dated October 30, 2013


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