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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): March 5, 2020

 

Perdoceo Education Corporation

(Exact Name of Registrant as Specified in Charter)

 

 

 

 

 

 

 

Delaware

 

0-23245

 

36-3932190

(State or Other Jurisdiction

of Incorporation)

 

(Commission File Number)

 

(IRS Employer

Identification No.)

 

 

 

 

231 N. Martingale Rd., Schaumburg, IL

 

60173

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (847) 781-3600

Not applicable

(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 (see General Instruction A.2. below):

 

☐

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

PRDO

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 Securities 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 5.02.

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

On March 5, 2020, the Compensation Committee (the “Committee”) of the Board of Directors of Perdoceo Education Corporation (the "Company") approved the 2020 Annual Incentive Award Program (the “2020 AIP”) pursuant to the Career Education Corporation 2016 Incentive Compensation Plan (the “2016 Plan”).  The 2020 AIP is similar to the Company’s 2019 annual incentive program, using a company-wide adjusted EBITDA performance component (80% weighting) and an individual goals performance component (20% weighting) for the most senior level participants, including the Company’s executive officers.  Achievement of the target level of performance for the adjusted EBITDA performance component results in a payout factor of 100%, with achievement of a threshold adjusted EBITDA performance level required for any payments under the 2020 AIP and a payment cap of 200% of a participant’s AIP target value.  In addition, the payout opportunity for the individual goals performance component will also vary based on the level of achievement of the adjusted EBITDA performance component to further support the achievement of the Company’s business objectives.

A copy of the 2020 AIP is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

 

Item 9.01Financial Statements and Exhibits

(d)Exhibits

 

The exhibits to this Current Report on Form 8-K are listed in the “Exhibit Index” which is contained herein and incorporated herein by reference.

 

 


2

 

Exhibit Index

 

Exhibit

Number

 

Description of Exhibit

 

 

 

*10.1

 

2020 Annual Incentive Award Program pursuant to the Career Education Corporation 2016 Incentive Compensation Plan

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

*Management contract or compensatory plan or arrangement.


3

 

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.

 

PERDOCEO EDUCATION CORPORATION

 

 

 

By:

 

/s/ Jeffrey D. Ayers

 

 

Jeffrey D. Ayers

 

 

Senior Vice President, General Counsel and

 

 

Corporate Secretary

 

 

 

 

 

 

Dated:

 

March 11, 2020

 

 

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