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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 17, 2024

 

American Public Education, Inc.

 

(Exact name of registrant as specified in its charter)

 

Delaware   001-33810   01-0724376

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

111 W. Congress Street

Charles Town, West Virginia

   25414
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: 304-724-3700

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.01 par value per share APEI Nasdaq Global Select Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company      ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ 

 

 

 

 

 

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

 

The 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of American Public Education, Inc. (the “Company”) was held on May 17, 2024. As of March 21, 2024, the date of record for determining the stockholders entitled to vote on the proposals presented at the Annual Meeting, there were 17,558,137 shares of Company common stock issued and outstanding and entitled to vote at the Annual Meeting. The holders of 14,965,707 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 vote results detailed below represent final results as certified by the inspector of elections.

 

Proposal No. 1 – Election of Directors.

 

The Company’s stockholders elected the following persons, who were listed in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 4, 2024, to the Board of Directors of the Company to hold office for a term expiring at the 2025 Annual Meeting of Stockholders, and 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 11,666,246 657,851    991 2,640,619
Granetta B. Blevins 11,705,672 617,078 2,338 2,640,619
Michael D. Braner 12,032,194 292,174    720 2,640,619
Anna M. Fabrega 12,015,831 308,048 1,209 2,640,619
James Kenigsberg 11,690,741 633,627    720 2,640,619
Daniel S. Pianko 11,687,883 635,356 1,849 2,640,619
William G. Robinson, Jr. 11,706,145 616,823 2,120 2,640,619
Angela K. Selden 12,012,823 310,799 1,466 2,640,619

 

 

Proposal No. 2 – Advisory Vote on the Compensation of Our Named Executive Officers.

 

The Company’s stockholders approved, on an advisory (non-binding) basis, 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
11,339,447 933,320 52,321 2,640,619

 

 

Proposal No. 3 – Ratification of Appointment of Independent Registered Public Accounting Firm.

 

The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The votes regarding this proposal were as follows:

 

Votes For Votes Against Abstentions Broker Non-Votes
14,869,311 46,498 49,898 0

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

    American Public Education, Inc.
     
     
Date: May 20, 2024 By: /s/ Richard W. Sunderland, Jr.
     

Richard W. Sunderland, Jr.

Executive Vice President and Chief Financial Officer

       
       

 

 

 

 

 

 

 

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May 17, 2024
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Document Type 8-K
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Document Period End Date May 17, 2024
Entity File Number 001-33810
Entity Registrant Name American Public Education, Inc.
Entity Central Index Key 0001201792
Entity Tax Identification Number 01-0724376
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 111 W. Congress Street
Entity Address, City or Town Charles Town
Entity Address, State or Province WV
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Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.01 par value per share
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