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APEI > SEC Filings for APEI > Form 8-K on 17-Jun-2014All Recent SEC Filings

Show all filings for AMERICAN PUBLIC EDUCATION INC

Form 8-K for AMERICAN PUBLIC EDUCATION INC


17-Jun-2014

Change in Directors or Principal Officers, Submission of Matters to


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

At the Annual Meeting of Stockholders of American Public Education, Inc. (the "Company") held on June 13, 2014 (the "Annual Meeting"), the stockholders approved an amendment to the Company's Employee Stock Purchase Plan (the "ESPP") to increase the number of shares of Company common stock available for issuance thereunder by 100,000 shares, extend the term of the ESPP to March 7, 2024 and make such other administrative changes as set forth in the amendment. The amendment is effective as of March 7, 2014, the date on which it was approved by the Board of Directors of the Company, subject to stockholder approval.

The ESPP and the amendment thereto are described in the Company's Definitive Proxy Statement filed with the Securities and Exchange Commission (the "SEC") on April 28, 2014 (the "Proxy Statement") under "Proposal 2 - Amendment to American Public Education, Inc. Employee Stock Purchase Plan." Such descriptions are qualified entirely by reference to the actual terms of the ESPP and the amendment, which are incorporated herein by reference. The ESPP was included as an exhibit to our Registration Statement on Form S-1/A filed with the SEC on October 26, 2007. The amendment to the ESPP is filed as Exhibit 10.2 to this Current Report on Form 8-K.



Item 5.07 Submission of Matters to a Vote of Security Holders

The Annual Meeting was held on June 13, 2014. As of April 21, 2014, the date of record for determining the stockholders entitled to vote on the proposals presented at the Annual Meeting, there were 17,486,136 shares of Company common stock issued and outstanding and entitled to vote at the Annual Meeting. The holders of 15,788,180 shares of the Company's issued and outstanding common stock were represented in person or by proxy at the Annual Meeting, constituting a quorum. The proposals are described in detail in the Proxy Statement. The vote results detailed below represent final results as certified by the Inspector of Elections.

Proposal 1.

The Company's stockholders elected the following persons, who were listed in the
Proxy Statement, to the Company's Board of Directors to hold office for the term
expiring at the 2015 Annual Meeting of Stockholders or until each such person's
successor is elected and qualified or until his or her earlier death,
resignation or removal:

                       Votes For  Votes Against Abstentions Broker Non-Votes
Eric C. Andersen       14,886,747    102,155       2,460        796,818
Wallace E. Boston, Jr. 14,921,404    67,706        2,252        796,818
Barbara G. Fast        14,887,241    102,543       1,578        796,818
Jean C. Halle          14,887,372    102,212       1,778        796,818
Timothy J. Landon      14,887,072    101,930       2,360        796,818
Westley Moore          14,885,561    103,440       2,361        796,818
Timothy T. Weglicki    14,850,594    138,420       2,348        796,818

Proposal 2.

The Company's stockholders approved an amendment to the ESPP. The votes regarding this proposal were as follows:

Votes For Votes Against Abstentions Broker Non-Votes 14,859,845 129,457 2,060 796,818

Proposal 3.

The Company's stockholders approved in an advisory (non-binding) vote the compensation of the Company's named executive officers. The votes regarding this proposal were as follows:

Votes For Votes Against Abstentions Broker Non-Votes 14,586,422 381,709 23,231 796,818


Proposal 4.

The Company's stockholders ratified the appointment of McGladrey LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014. The votes regarding this proposal were as follows:

Votes For Votes Against Abstentions Broker Non-Votes 15,621,705 164,035 2,440 0



Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.   Description

10.1          American Public Education, Inc. Employee Stock Purchase Plan*

10.2          Amendment to American Public Education, Inc. Employee Stock Purchase
              Plan

* Incorporated by reference to exhibit filed with Registrant's Registration Statement on Form S-1/A on October 26, 2007 (File No. 333-145185).


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