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): April 22, 2015
Apollo Education Group, Inc.
(Exact name of registrant as specified in its charter)
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Arizona |
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0-25232 |
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86-0419443 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification No.) |
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4025 S. Riverpoint Parkway, Phoenix,
Arizona |
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85040 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants telephone number, including area code: (480) 966-5394
Former name or former address, if changed since last report
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 5 Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(b) Resignation of Principal Financial Officer
On April 22, 2015, Brian L. Swartz, the Senior Vice President and Chief Financial Officer of Apollo Education Group, Inc. (the Company)
informed the Company of his intention to resign from his position effective May 15, 2015.
(c) Appointment of Principal Financial Officer
On April 27, 2015, the Companys Board of Directors appointed Joseph L. DAmico, age 65, to serve as the Companys interim Chief Financial
Officer effective upon Mr. Swartzs departure.
Mr. DAmico previously served as the Companys Chief Financial Officer from
December 2006 to June 2007, Executive Vice President and Chief Financial Officer from June 2007 to June 2008, President, Chief Financial Officer and Treasurer from June 2008 to March 2009, President and Chief Operating Officer from March 2009 to
December 2011, President from December 2011 to March 2013, and Executive Vice President and Advisor to the Companys Chief Executive Officer from March 2013 until his retirement in September 2013. Mr. DAmico has been a consultant to
the Company since September 2013.
On April 28, 2015, the Company entered into an offer letter with Mr. DAmico providing for his temporary
employment with the Company from April 28, 2015 to an expected end date of November 30, 2015 (the Offer Letter). The Offer Letter provides for a monthly salary of $80,000, a $2,500 monthly housing stipend, a recommended grant of
restricted stock units with a grant date fair value of $300,000 (the RSUs), and customary cooperation and indemnification provisions. The RSUs will vest on November 30, 2015 (the Vesting Date), subject to
Mr. DAmicos continued employment with the Company through the Vesting Date. The RSUs will vest earlier on an accelerated basis if, after the RSU grant date but before the Vesting Date, his employment terminates (other than for
cause) after a permanent chief financial officer is hired, subject to Mr. DAmico delivering an effective general release to the Company and agreeing to provide any transition services reasonably requested by the Company between the date a
permanent chief financial officer is hired and November 30, 2015. A copy of the Offer Letter is filed as Exhibit 10.1 to this Form 8-K.
Item 7.01 |
Regulation FD Disclosure. |
On April 28, 2015, the Company issued a press release announcing the
resignation of Brian L. Swartz, the Companys Senior Vice President and Chief Financial Officer and the appointment of Joseph L. DAmico as interim Chief Financial Officer. A copy of the press release is furnished as Exhibit 99.1 to this
Form 8-K.
The information in Item 7.01 of this Form 8-K and Exhibit 99.1 furnished herewith shall not be deemed filed for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities under that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act
of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in any such filing.
Section 9 Financial Statements and Exhibits
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
The following exhibits are furnished or filed herewith:
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Exhibit Number |
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Description |
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10.1 |
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Offer Letter dated April 28, 2015 from Apollo Education Group, Inc. to Joseph L. DAmico. |
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99.1* |
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Text of press release issued by Apollo Education Group, Inc. dated April 28, 2015. |
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.
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Apollo Education Group, Inc. |
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April 28, 2015 |
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By: |
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/s/ Gregory W. Cappelli |
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Name: |
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Gregory W. Cappelli |
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Title: |
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Chief Executive Officer |
Exhibit Index
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Exhibit No. |
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Description |
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10.1 |
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Offer Letter dated April 28, 2015 from Apollo Education Group, Inc. to Joseph L. DAmico. |
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99.1 |
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Text of press release issued by Apollo Education Group, Inc. dated April 28, 2015. |
Exhibit 10.1
April 28,
2015
Joseph DAmico
Dear Joe:
On behalf of Apollo Education Group, Inc.
(Apollo, Company), it is a pleasure to extend you this offer of employment for a temporary role. In this role, you will serve as Interim Chief Financial Officer (Interim CFO) commencing effective on the date that
the Companys current Chief Financial Officer resigns, which is expected to be May 15, 2015. Prior to such time, you will serve the Company in a transitional role. This position will report to Gregory Cappelli, Chief Executive Officer.
The expected start date for this temporary employment will be April 27, 2015 and expected end date will be November 30, 2015.
We are pleased to offer you the following compensation. The descriptions below highlight the compensation you are entitled to receive.
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Monthly Salary |
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Management will recommend to the Compensation Committee that you be provided a monthly salary of $80,000, less required tax withholdings,
payable on a bi-weekly basis in arrears. You will not be eligible to
participate in the Executive Officer Performance Incentive Plan or any other bonus plan of Apollo or its subsidiaries. |
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Housing Stipend |
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Management will recommend to the Compensation Committee that you receive a monthly housing stipend of $2,500, less required tax withholdings. |
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Restricted Stock Unit Award |
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Management will recommend to the Compensation Committee that you be provided with a restricted stock unit (RSU) award for this temporary period of employment with a grant date fair market value of $300,000, subject to
your continued employment with the Company on the applicable grant date (the RSU Grant Date). This RSU award will vest, and the shares of the Companys Class A common stock underlying those units shall be concurrently issued
on, November 30, 2015, subject to your continued employment with the Company through such date. Notwithstanding the foregoing, such vesting and issuance shall be accelerated if, after the RSU Grant Date, your employment is voluntary or involuntary
terminated, in each case, other than for Cause (as defined in the Companys 2000 Stock Incentive Plan, as amended and restated) after a permanent chief financial officer is hired, subject to your (i) delivering an effective and
enforceable general release to the Company within 30 days of your termination and (ii) agreeing to provide any transition services reasonably requested by Apollo between the date the permanent chief financial officer is hired and November 30,
2015. |
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You and the Company agree that this RSU will be structured to comply with the short-term deferral exemption under Section 409A of the Internal Revenue Code of 1986, as amended (Section 409A), so as to not be subject
to Section 409A. |
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Benefits |
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As a temporary employee, you will not be eligible to participate in any of Apollos employee benefit plans, programs, or arrangements, including, but not limited to, health care plans, 401(k) plan, UShare
profit sharing program, deferred compensation plan and Educational Assistance Plan. |
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Severance Benefits |
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Because your employment is being established as a temporary employment engagement, the end of this employment is not considered to be an involuntary termination under the Senior Executive Severance Pay Plan (Severance
Plan), which means that you will not be eligible to receive severance benefits under the Severance Plan or any other arrangement in connection with your employment as Interim CFO. |
In addition to the compensation terms described above, the following terms will also apply during this temporary employment:
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Cooperation |
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Apollo will provide reimbursement for any reasonable expenses actually incurred in providing cooperation to Apollo, including by providing truthful information and testimony as reasonably requested by Apollo, with regard to any
claim asserted by or against Apollo or its subsidiaries as to which you have relevant knowledge and, in situations where you are not a named defendant in the claim, Apollo will also provide a reasonable rate of pay per hour for time spent in
providing such services. |
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Indemnification |
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Apollo agrees to indemnify you to the maximum extent permitted by Section 10-856 of the Arizona Revised Statutes, Article 5 of the
University of Phoenix Bylaws, and Section 5.14 of the Apollo Bylaws in regard to your service as Interim CFO.
As set forth in the Separation Agreement and General Release and Waiver of Claims with the Company that you executed on September 12, 2013 (the
Separation Agreement), your rights under Section 13(c) of the Employment Agreement (as defined in the Separation Agreement) remain in force in accordance with their terms. |
Nothing in this letter shall restrict in any way your rights or Apollos rights, which rights are hereby expressly
reserved by each, to terminate employment at any time for any reason, with or without cause, subject to applicable law.
Please note that the terms of
this offer do not affect the terms of your outstanding equity awards (other than the RSU award described herein), and such other equity awards shall remain outstanding subject to all of their terms and conditions.
Your employment will be subject to all terms and conditions contained in the current version of the Employee Handbook.
Should you have any questions concerning any part of this offer, please call Fred Newton at (602) 557-1703.
Sincerely,
/s/ Gregory Cappelli
Gregory Cappelli
Chief Executive Officer
Apollo Education Group
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I accept this offer as presented. |
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/s/ Joseph DAmico |
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April 28, 2015 |
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Joseph DAmico |
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Date |
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Exhibit 99.1
Apollo Education Group Announces CFO Departure
Joseph DAmico named as Interim CFO
Phoenix, April 28, 2015 - Apollo Education Group, Inc. (NASDAQ: APOL) today announced that Brian Swartz, Senior Vice President and Chief Financial
Officer, has resigned from his position with the company effective May 15, 2015. Joseph DAmico has been appointed to serve as interim CFO effective upon Mr. Swartzs departure, while the company conducts a comprehensive search,
considering both internal and external candidates.
We thank Brian, as a valued member of the management team, for his contributions during the past
nine years, said Greg Cappelli, Chief Executive Officer, Apollo Education Group. He has developed a strong financial infrastructure to support the implementation of our long-term strategic plan. We wish Brian all the best going
forward.
I am honored to have been part of Apollo in serving such an important mission and thank Greg, the Board of Directors, and the entire
team, said Swartz. While I have decided to pursue a new direction, I strongly believe Apollo has the team, financial foundation, and strategy in place to achieve long-term success and help transform higher education.
We are pleased Joe is willing to lead our financial operations on an interim basis to ensure a smooth transition as we conduct a comprehensive search to
fill this important role, said Cappelli. I have worked closely with Joe, and he brings tremendous experience, both in the industry and with the company in his current capacity as a member of both the University of Phoenix and Western
International Boards of Trustees and his past roles at Apollo, including his service as CFO.
DAmico spent more than 30 years in public
accounting at PricewaterhouseCoopers before joining the private sector in 2002. He served as a Senior Managing Director of FTI Palladium Partners, an interim management company and a division of FTI Consulting Inc., before joining Apollo Education
Group in 2006, serving as Chief Financial Officer. During his tenure at Apollo, DAmico also served as President and Chief Operating Officer. He retired as an officer in 2013. He received his Master of Business Administration from the
University of Chicago and his Bachelor of Science in Accountancy from the University of Illinois.
About Apollo Education Group, Inc.
Apollo Education Group, Inc. is one of the worlds largest private education providers, serving students since 1973. Through its subsidiaries, Apollo
Education Group offers undergraduate, graduate, professional development and other nondegree educational programs and services, online and on-campus principally to working learners. Its educational programs and services are offered throughout the
United States and in Europe, Australia, Latin America, Africa and Asia, as well as online throughout the world. For more information about Apollo Education Group, Inc. and its subsidiaries visit the Companys website at www.apollo.edu.
Investor Relations Contacts:
Beth Coronelli,
312-660-2059
beth.coronelli@apollo.edu
Erin Kelly,
602-557-3830
erin.kelly@apollo.edu
Media
Contact:
Media Relations Hotline, 602-254-0086
media@apollo.edu
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