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 11, 2010
Capella Education Company
(Exact name of Registrant as specified in its charter)
| 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) |
Registrant’s telephone number, including area code (888) 227-3552
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)) |
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 11, 2010, the Company held its Annual Meeting of the Shareholders (the “Annual Meeting”) in Minneapolis, Minnesota. At the Annual Meeting, the Company’s shareholders approved two proposals based on the votes set forth below. The proposals are described in detail in the proxy statement for the Annual Meeting.
Proposal 1.
The election of nine directors to serve one-year terms.
| Director’s Name |
For | Withheld | Broker Non-Votes | |||
| J. Kevin Gilligan |
14,740,743 | 238,396 | 915,459 | |||
| Mark N. Greene |
14,961,493 | 17,646 | 915,459 | |||
| Jody G. Miller |
14,964,372 | 14,767 | 915,459 | |||
| Stephen G. Shank |
14,953,006 | 26,133 | 915,459 | |||
| Andrew M. Slavitt |
14,767,610 | 211,529 | 915,459 | |||
| David W. Smith |
14,828,548 | 150,591 | 915,459 | |||
| Jeffrey W. Taylor |
14,767,964 | 211,175 | 915,459 | |||
| Sandra E. Taylor |
14,964,433 | 14,706 | 915,459 | |||
| Darrell R. Tukua |
14,961,390 | 17,749 | 915,459 |
Proposal 2.
Ratification of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2010.
| For | Against | Abstain | ||||
| Total Shares Voted |
15,733,889 | 159,045 | 1,664 |
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, thereunto duly authorized.
| CAPELLA EDUCATION COMPANY | ||||||
| Date: May 14, 2010 | By | /s/ Gregory W. Thom | ||||
| Gregory W. Thom | ||||||
| Vice President, General Counsel and Secretary | ||||||