Minnesota | 001-33140 | 41-1717955 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
225 South 6th Street, 9th Floor Minneapolis, Minnesota | 55402 | |
(Address of principal executive offices) | (Zip Code) |
¨ | 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)) |
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
• | Award structure: MSUs, which are full value shares that will vest at different levels based on the 90-day average closing price for our common stock at the end of the Performance Period, plus the per share value of any dividends paid during the Performance Period (“Ending Value”). |
• | Minimum and Maximum Vest: If the Ending Value is at or below $32.09 (the 90-day average closing price on the date of grant), then no shares will vest. The maximum number of shares that may vest is 103,972, which would occur if our Ending Value is at or above $48.09. If the Ending Value is between $32.09 and $48.09, shares will vest based on straight line interpolation. |
• | Termination Provisions: |
◦ | Voluntary Termination, including Retirement: If Mr. Gilligan voluntarily resigns during the Performance Period, including retirement, then the MSUs will be forfeited. |
◦ | Death, Disability or Involuntary Termination Not for Cause: If Mr. Gilligan dies, becomes disabled or is terminated without cause during the performance period, then the Units will vest based on an abbreviated Performance Period. |
◦ | Change in Control: In the event of a change in control, if Mr. Gilligan's employment is terminated without cause or he resigns for good reason, then the MSUs will vest in full. |
Item 5.07. | Submission of Matters to a Vote of Security Holders. |
Director's Name | For | Withhold Authority | Broker Non-Votes | |||
J. Kevin Gilligan | 8,749,289 | 806,063 | 864,595 | |||
Michael A. Linton | 8,997,755 | 557,597 | 864,595 | |||
Michael L. Lomax | 9,163,665 | 391,687 | 864,595 | |||
Jody G. Miller | 9,163,805 | 391,547 | 864,595 | |||
Hilary C. Pennington | 9,472,315 | 83,037 | 864,595 | |||
Stephen G. Shank | 8,853,835 | 701,517 | 864,595 | |||
Andrew M. Slavitt | 8,696,029 | 859,323 | 864,595 | |||
David W. Smith | 8,988,280 | 567,072 | 864,595 | |||
Jeffrey W. Taylor | 8,686,500 | 868,852 | 864,595 | |||
Darrell R. Tukua | 9,163,719 | 391,633 | 864,595 |
For | Against | Abstain | ||||
Total Shares Voted | 10,380,981 | 35,760 | 3,206 |
For | Against | Abstain | Broker Non-Votes | |||||
Total Shares Voted | 8,995,039 | 557,158 | 3,155 | 864,595 |
CAPELLA EDUCATION COMPANY | ||||||
Date: May 7, 2013 | By | /s/ Gregory W. Thom | ||||
Gregory W. Thom | ||||||
Senior Vice President, General Counsel and Secretary |