SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant    x

Filed by a Party other than the Registrant    ¨

Check the appropriate box:

¨    Preliminary Proxy Statement	¨    Confidential, For Use of the  Commission Only(as permitted by Rule 14a-6(e)(2))
x    Definitive Proxy Statement
¨    Definitive Additional Materials
¨    Soliciting Material Under Rule 14a-12

Capella Education Company

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x    No fee required.

¨    Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1. Title of each class of securities to which transaction applies:

2. Aggregate number of securities to which transaction applies:

3. Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

4. Proposed maximum aggregate value of transaction:

5. Total fee paid:

¨    Fee paid previously with preliminary materials:

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

1. Amount previously paid:

2. Form, Schedule or Registration Statement No.:

3. Filing Party:

4. Date Filed:

CAPELLA EDUCATION COMPANY

Capella Tower

225 South 6th Street, 9th Floor

Minneapolis, Minnesota 55402

(888) 227-3552

March 23, 2012

Dear Shareholder:

You are cordially invited to attend the annual meeting of shareholders of Capella Education Company to be held at the Capella Tower, 225 South 6^th Street, 3^rd Floor Business Center, Minneapolis, Minnesota 55402, commencing at 9:00 a.m. Central Time on Tuesday, May 8, 2012.

The Secretary’s notice of annual meeting and the proxy statement that follow describe the matters to come before the meeting. During the meeting, we also will review the activities of the past year and items of general interest about our company.

This year we are continuing to take advantage of the Securities and Exchange Commission (SEC) rule allowing companies to furnish proxy materials to shareholders over the Internet. If you are a shareholder who holds shares of our common stock in an account at a brokerage firm, bank or similar organization, you will receive a Notice Regarding the Availability of Proxy Materials by mail from the organization holding your account. The Notice contains instructions on how you can access our proxy materials and vote your shares over the Internet. It also will tell you how to request a paper or e-mail copy of our proxy materials.

If you are a shareholder whose shares are registered directly in your name with our transfer agent, Wells Fargo Bank, N.A., you will continue to receive a copy of the proxy statement and our annual report by mail.

We hope that you will be able to attend the meeting in person and we look forward to seeing you. Please vote by Internet as directed in the Notice, or request a paper or email copy of the proxy materials and follow the voting instructions set forth on the proxy card. Please vote as quickly as possible, even if you plan to attend the annual meeting. You may revoke the proxy and vote in person at that time if you so desire.

Sincerely,

J. Kevin Gilligan

Chairman and Chief Executive Officer

VOTING METHODS

The accompanying proxy statement describes important issues affecting Capella Education Company. If you are a shareholder of record, you have the right to vote your shares through the Internet, by telephone or by mail. You also may revoke your proxy any time before the annual meeting. Please help us save time and administrative costs by voting through the Internet or by telephone. Each method is generally available 24 hours a day and will ensure that your vote is confirmed and posted immediately. To vote:

1. BY INTERNET

a. Go to the web site at www.proxyvote.com, 24 hours a day, seven days a week, through 11:59 p.m. (ET) on May 7, 2012.

b. Please have your Notice and proxy card available and follow the instructions provided to obtain your records and to create an electronic voting instruction form.

2. BY TELEPHONE

a. If you received a Notice, first request a paper or email copy of the proxy materials as directed in the Notice.

b. On a touch-tone telephone, call toll-free 1-800-690-6903, 24 hours a day, seven days a week, through 11:59 p.m. (ET) on May 7, 2012.

c. Please have your proxy card available and follow the instructions provided.

3. BY MAIL (if you vote by Internet or telephone, please do not mail your proxy card)

a. If you received a Notice, first request a paper or email copy of the proxy materials as directed in the Notice.

b. Mark, sign and date your proxy card.

c. Return it in the postage-paid envelope provided.

If your shares are held in an account at a brokerage firm, bank or similar organization, you will receive voting instructions from the organization holding your account and you must follow those instructions to vote your shares. You will receive a Notice Regarding the Availability of Proxy Materials that will tell you how to access our proxy materials on the Internet and vote your shares over the Internet. It will also tell you how to request a paper or e-mail copy of our proxy materials.

Your vote is important. Thank you for voting.

CAPELLA EDUCATION COMPANY

Notice of Annual Meeting of Shareholders

to be held on May 8, 2012

The annual meeting of shareholders of Capella Education Company will be held at the Capella Tower, 225 South 6^th Street, 3^rd Floor Business Center, Minneapolis, Minnesota 55402, commencing at 9:00 a.m. Central Time on Tuesday, May 8, 2012 for the following purposes:

1. To elect the following eleven individuals to our Board of Directors, to serve until the next annual meeting of shareholders and until their successors have been duly elected and qualified: J. Kevin Gilligan, Mark N. Greene, Michael A. Linton, Michael L. Lomax, Jody G. Miller, Hilary C. Pennington, Stephen G. Shank, Andrew M. Slavitt, David W. Smith, Jeffrey W. Taylor and Darrell R. Tukua.

2. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2012.

3. To submit an advisory vote on the executive compensation of our named executive officers (Say-On-Pay).

4. To transact other business that may properly be brought before the meeting.

Our Board of Directors has fixed March 12, 2012 as the record date for the meeting, and only shareholders of record at the close of business on that date are entitled to receive notice of and vote at the meeting.

Your proxy is important to ensure a quorum at the meeting. Even if you own only a few shares, and whether or not you expect to be present, you are urgently requested to vote the enclosed proxy by telephone or through the Internet in accordance with the voting instructions provided to you. If you received a paper copy of the proxy card by mail, you may also date, sign and mail the proxy card in the postage-paid envelope that is provided. The proxy may be revoked by you at any time prior to being exercised, and voting your proxy by telephone or through the Internet or returning your proxy by mail will not affect your right to vote in person if you attend the meeting and revoke the proxy.

By Order of the Board of Directors,

Gregory W. Thom

Secretary

Minneapolis, Minnesota

March 23, 2012

Table of Contents

GENERAL INFORMATION	1
PROPOSAL NO. 1 – ELECTION OF DIRECTORS	3
Composition of our Board of Directors	3
Directors and Director Nominees	3
Board of Directors Meetings and Attendance	6
Director Independence	6
Committees of Our Board of Directors	6
Corporate Governance Principles	7
Code of Business Conduct	7
Corporate Governance Documents Available on Our Website	8
Director Qualifications and Diversity	8
Director Nomination Process	8
Board Leadership Structure	9
Role of Board in Risk Oversight	9
Compensation Committee Interlocks and Insider Participation	10
Communication with our Board of Directors	10
PROPOSAL NO. 2 – RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	10
Approval of Independent Registered Public Accounting Firm Services and Fees	11
AUDIT COMMITTEE REPORT	11
PROPOSAL NO. 3 – ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION (SAY ON PAY)	12
EXECUTIVE COMPENSATION	12
Compensation Discussion and Analysis	12
Overview	12
Our Philosophy	13
Executive Summary	13
Role of Compensation Consultants and Management	14
Compensation Determination	14
Performance Assessment of Executive Management	15
Compensation Elements	15
2011 Plans and Executive Compensation Decisions	18

2012 Variable Pay Plans	21
Policies and Practices	22
COMPENSATION COMMITTEE REPORT	24
Summary Compensation Table	24
Determination of Fair Market Value for Option Awards of Common Stock	26
Employment Agreement Provisions	26
Outstanding Equity Awards at 2011 Fiscal Year-End	27
Option Exercises and Stock Vested in Fiscal Year 2011	28
Potential Payments Upon Termination or Change-in-Control	28
Director Compensation	32
Director Stock Ownership Guidelines	33
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	33
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS	35
Related Person Transaction Approval Policy	35
EQUITY COMPENSATION PLAN INFORMATION	36
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE	37
ADDITIONAL INFORMATION	37

PROXY STATEMENT

GENERAL INFORMATION

The enclosed proxy is being solicited by our Board of Directors for use in connection with the annual meeting of shareholders to be held on Tuesday, May 8, 2012 at the Capella Tower, 225 South 6^th Street, 3^rd Floor Business Center, Minneapolis, Minnesota 55402, commencing at 9:00 a.m. Central Time and at any adjournments thereof. Our telephone number is (888) 227-3552. The mailing of this proxy statement and our Board of Directors’ form of proxy to shareholders, or a Notice regarding the availability of proxy materials, will commence on or about March 23, 2012.

Availability of Proxy Materials

As permitted by rules of the SEC, we are making our proxy materials, which include our notice of annual meeting, proxy statement and annual report, available to certain of our shareholders over the Internet. Any shareholder who holds shares of our common stock in an account at a brokerage firm, bank or similar organization will receive a Notice Regarding the Availability of Proxy Materials by mail from the organization holding the shareholder’s account. The Notice contains instructions on how these shareholders can access our proxy materials and vote their shares over the Internet. These shareholders will not receive proxy materials by mail unless they specifically request that printed copies of the proxy materials be sent to them. The Notice tells these shareholders how to make such a request.

Any shareholder whose shares are registered directly in the shareholder’s name with our transfer agent, Wells Fargo Bank, N.A., will continue to receive a printed copy of the proxy materials by mail.

Record Date and Quorum

Only shareholders of record at the close of business on March 12, 2012 will be entitled to vote at the annual meeting or adjournment. At the close of business on the record date, we had 13,612,833 shares of our common stock outstanding and entitled to vote. A majority of the shares outstanding on the record date, present in person or represented by proxy, will constitute a quorum for the transaction of business at the meeting.

Voting of Proxies

Proxies voted by telephone or through the Internet in accordance with the voting instructions set forth on the enclosed proxy card, or in the accompanying form that are properly signed and duly returned to us, and not revoked, will be voted in the manner specified. A shareholder executing a proxy retains the right to revoke it at any time before it is exercised by notice to one of our officers in writing of termination of the proxy’s authority or a properly signed and duly returned proxy bearing a later date.

Shareholder Proposals

We must receive shareholder proposals intended to be presented at the 2013 annual meeting of shareholders that are requested to be included in the proxy statement for that meeting at our principal executive office no later than November 23, 2012. We must receive any other shareholder proposals intended to be presented at the 2013 annual meeting of shareholders at our principal executive office no earlier than January 8, 2013 and no later than February 7, 2013.

Quorum

The presence at the meeting, in person or by proxy, of the holders of a majority of the shares of common stock outstanding on the record date will constitute a quorum for the transaction of business at the meeting. Abstentions and broker non-votes will be counted as present for purposes of determining the existence of a quorum.

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Vote Required

Proposal	Vote Required	Broker Discretionary Voting Allowed
Proposal 1 – Election of eleven directors	Plurality of votes cast	No
Proposal 2 – Ratification of auditors for Fiscal Year 2012	Majority of the shares entitled to vote and present in person or represented by proxy(1)	Yes
Proposal 3 – Advisory vote on executive compensation	We will consider our shareholders to have approved our executive compensation if the number of votes FOR exceeds the number of votes AGAINST	No

(1) So long as the number of shares voted exceeds 25 percent of our outstanding shares.

With respect to Proposal 1, you may vote FOR all nominees, WITHHOLD your vote as to all nominees, or FOR all nominees except those specific nominees from whom you WITHHOLD your vote. The eleven nominees receiving the most FOR votes will be elected. A properly executed proxy marked WITHHOLD with respect to the election of one or more directors will not be voted with respect to the director or directors indicated. Proxies may not be voted for more than eleven directors and shareholders may not cumulate votes in the election of directors.

With respect to Proposals 2 and 3, you may vote FOR, AGAINST or ABSTAIN.

If you abstain from voting on Proposals 1 or 3, the abstention will not have an effect on the outcome of the vote. Abstentions will have the effect of a vote against Proposal 2. A shareholder who does not vote in person or by proxy on a proposal (including a broker non-vote) will generally have no effect on the outcome of the vote.

Adjournment of Meeting

If a quorum is not present to transact business at the meeting or if we do not receive sufficient votes in favor of the proposals by the date of the meeting, the persons named as proxies may propose one or more adjournments of the meeting to permit solicitation of proxies.

Shares Held in Street Name

The only proposal on which your broker has discretionary authority to vote your shares is Proposal 2 regarding the ratification of our auditors. On any other proposal, your broker does not have discretionary authority to vote your shares. If your shares are held in street name and you do not provide instructions as to how your shares are to be voted on Proposal 1 or 3, your broker or other nominee will not be able to vote your shares on that matter. Accordingly, we urge you to direct your broker or nominee to vote your shares by following the instructions provided on the voting instruction card that you receive from your broker.

Expenses of Soliciting Proxies

We will pay the cost of soliciting proxies in the accompanying form. In addition to solicitation electronically or by the use of mail, certain directors, officers and regular employees may solicit proxies by telephone or personal interview, and may request brokerage firms and custodians, nominees and other record holders to forward soliciting materials to the beneficial owners of our stock, and we will reimburse them for their reasonable out-of-pocket expenses in forwarding these materials.

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PROPOSAL NO. 1 –

ELECTION OF DIRECTORS

Composition of our Board of Directors

Our bylaws provide that our business will be managed by or under the direction of a Board of Directors. The number of directors constituting our Board of Directors is determined from time to time by our Board of Directors. Our Board currently consists of 10 members. Along with our current directors, we have one additional director nominee. Therefore, effective with our annual meeting, our Board has determined we will have 11 members of our Board of Directors. Each director will be elected at the annual meeting to hold office until the next annual shareholders meeting or the director’s resignation or removal. Upon the recommendation of the Governance Committee of the Board of Directors, the Board has nominated the 11 persons named below for election as directors. Proxies solicited by our Board of Directors will, unless otherwise directed, be voted to elect the 11 nominees named below to constitute the entire Board of Directors.

Directors and Director Nominees

Director Nominees: All of the nominees named below, except for Hilary Pennington, are current directors of our company. Each nominee has indicated a willingness to serve as a director for the ensuing year, but in case any nominee is not a candidate at the meeting for any reason, the proxies named in the enclosed proxy form may vote for a substitute nominee selected by the Governance Committee.

The following table sets forth certain information regarding each director nominee:

Name	Age		Position	Committee Membership(1)
J. Kevin Gilligan		57	Chairman and Chief Executive Officer	None
Mark N. Greene		57	Director	Audit
Michael A. Linton		55	Director	Compensation, Finance
Michael L. Lomax		64	Director	Governance
Jody G. Miller		54	Director	Finance, Governance (chair)
Hilary C. Pennington		56	Director Nominee	None
Stephen G. Shank		68	Director	Finance
Andrew M. Slavitt		45	Director	Compensation (chair)
David W. Smith		67	Lead Director	Compensation, Governance
Jeffrey W. Taylor		58	Director	Audit, Compensation, Finance (chair)
Darrell R. Tukua		58	Director	Audit (chair), Finance

(1) Each of our independent directors, or all of our current directors except Mr. Shank and Mr. Gilligan, serves on the Executive Committee.

Our Board of Directors expects to appoint Ms. Pennington to the Governance Committee upon her election as a director.

The biographies of each of the directors below contain information regarding the person’s service as a director, business experience, director positions held and director nominees currently or at any time during the last five years, information regarding involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes or skills that caused the Governance Committee and the Board to determine that the person should serve as a director of our company.

J. Kevin Gilligan joined our company on March 2, 2009 to serve as our Chief Executive Officer and as a member of our board of directors. On February 23, 2010, he was appointed Chair of our Board of Directors. Mr. Gilligan was previously the Chief Executive Officer of United Subcontractors, Inc., a nationwide construction services company, from 2004 until February 2009. United Subcontractors voluntarily filed for Chapter 11 bankruptcy on March 31, 2009 and emerged from the bankruptcy proceedings on June 30, 2009. From 2001 to 2004, Mr. Gilligan served as President and Chief Executive Officer of the Automation and Control Solutions Group of Honeywell International, a diversified technology and manufacturing company. From 2000 to 2001, Mr. Gilligan served as President of the Home and Building Control Division of Honeywell International. He also served as president of the Solutions and Services Division of Honeywell International from 1997 to 1999 and as Vice President and General Manager of the North American Region of the Home and Building Control Division from 1994 to 1997. Mr. Gilligan is a member of the board of directors for Graco Inc., a publicly held manufacturer and

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supplier of fluid handling equipment, and from September 2004 until February 2009 was a member of the board for ADC Telecommunications, Inc., a publicly held global supplier of network infrastructure. Mr. Gilligan earned a B.A. from Boston College. He is an experienced leader of large service organizations, with strong skills in strategic planning and operational execution.

Mark N. Greene has served as a director of our company since 2008. Until his retirement on January 26, 2012, Dr. Greene was the Chief Executive Officer and a director of FICO, a provider of credit scoring, decision management, fraud detection and credit risk score services, a position he held since February 2007. He continues to serve on the Board of FICO until the 2012 annual meeting of shareholders, and will serve in an advisory capacity to FICO until 2013. As required by our Corporate Governance Principles, Dr. Greene tendered his resignation to our Board, which resignation was not accepted. From 1995 through 2007, Dr. Greene held various positions with IBM, a global technology company, including Vice President of Sales and Distribution for Financial Services and General Manager of Global Banking. Dr. Greene earned a B.A. from Amherst and an M.A. and Ph.D. from the University of Michigan. He is an experienced leader of a public company with attributes similar to ours, with strong skills in risk management, strategic planning and operational matters.

Michael A. Linton has served as a director of our company since 2010. He is the enterprise chief marketing officer of Farmers Insurance, a position he has held since October 2011. From September 2010 to October 2011, Mr. Linton was the executive vice president, marketing for FMN Technologies, an early stage technology advertising start-up in Silicon Valley. From March 2009 to September 2010, Mr. Linton was a consultant, advisor and columnist for Forbes.com, an online business periodical. From December 2006 to March 2009, he served as senior vice president, chief marketing officer for eBay, an online marketplace and as general manager of eBay Motors, eBay Canada, Half.com, eBay Stores and ProStores. Previously he was the executive vice president, chief marketing officer for Best Buy Corporation, a specialty retailer of consumer-electronics and related products and services, from January 1999 to August 2006. Mr. Linton has served as a director on the board of Peet’s Coffee and Tea, a premier specialty coffee and tea company in the U.S., from March 2005 to present. In February 2010, Mr. Linton began his service as a director on the board of Support.com, a company providing online technology services and software to consumers and small businesses. He earned a Master of Business Administration from The Fuqua School of Business at Duke University in Durham, North Carolina; and a Bachelor of Science in Business Administration from Bowling Green State University in Bowling Green, Ohio. Mr. Linton has extensive executive leadership experience and a strong background in marketing, brand development and digital businesses.

Michael L. Lomax has served as a director of our company since 2010. He is the president and CEO of the United Negro College Fund, serving in this role since 2004. He previously served as president of Dillard University in New Orleans from 1997 to 2004. In addition, Dr. Lomax has served as a director of Whitney Holding Corporation and Whitney National Bank since April 2002. He has also served on numerous boards of directors, including Emory University, Teach for America, The Council of Independent Colleges, The National Alliance for Public Charter Schools, and the KIPP Foundation, the Nation’s largest and highest performing charter school network. Dr. Lomax earned a PhD in American and Afro-American Literature from Emory University in Atlanta, a Master of Arts in English Literature from Columbia University in New York, and a Bachelor of Arts in English from Morehouse College in Atlanta. Dr. Lomax has been a leader in the education field for over 30 years and has extensive experience with learning transformation, access and accountability.

Jody G. Miller has served as a director of our company since 2003. Ms. Miller serves as CEO and President of the Business Talent Group, a company matching independent business executives with interim and project-based assignments, which she founded in 2005. From 2000 through 2007, Ms. Miller was a venture partner with Maveron LLC, a Seattle-based venture capital firm. From 1995 to 1999, Ms. Miller held various positions at Americast, a digital video and interactive services partnership, including as Acting President and Chief Operating Officer, Executive Vice President, Senior Vice President for Operations and Consultant. From 1993 to 1995, Ms. Miller served in the White House as Special Assistant to the President with the Clinton Administration. Ms. Miller is a member of the Board of Directors of the National Campaign to Prevent Teenage Pregnancy, a not-for-profit program devoted to reducing teen pregnancy. In 2009, Ms. Miller joined the Board of Advisors for the Drucker Institute, an organization focused on stimulating effective management and responsible leadership. Since 2005, Ms. Miller has been serving as a member of the Board of Directors of TRW Automotive Holdings Corp., an NYSE-listed global supplier of automotive components. Ms. Miller earned a B.A. from the University of Michigan and a J.D. from the University of Virginia. She has extensive experience in our industry and a strong background in corporate governance, talent management and strategic planning.

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Hilary C. Pennington is the Director of U.S. Education – Postsecondary Success and Special Initiatives for the Bill and Melinda Gates Foundation, a position she has held since 2006. Ms. Pennington will step down from her position with the Gates Foundation effective March 30, 2012. From 2005 to 2006, Ms. Pennington served as a Senior Fellow for the Center for American Progress, a progressive policy organization. Ms. Pennington was the founder of Jobs for the Future, an education and workforce development organization, and served as its Chief Executive Officer from 1984 through 2004 and its Vice Chair until 2006. Ms. Pennington earned a B.A. from Yale University, an M.B.A. from Yale School of Organization and Management and a Master’s in Theological Studies from Episcopal Divinity School. Ms. Pennington has been a leader in education and workforce development for over 25 years and has extensive experience with higher education innovation and improvement.

Stephen G. Shank founded our company in 1991. Mr. Shank served as our Chief Executive Officer until March 2, 2009, and as our chairman until February 23, 2010. Mr. Shank served as a director of Capella University from 2006 to 2009 and from 1993 to 2003. Mr. Shank served as emeritus director of Capella University from 2003 to 2006. From 1979 to 1991, Mr. Shank was Chairman and Chief Executive Officer of Tonka Corporation, an NYSE-listed manufacturer of toys and games. Mr. Shank is a member of the Board of Directors of Tennant Company, an NYSE-listed manufacturer of cleaning solutions. Mr. Shank earned a B.A. from the University of Iowa, an M.A. from the Fletcher School, a joint program of Tufts and Harvard Universities, and a J.D. from Harvard Law School. He has experience leading our company for almost 20 years, a deep understanding of our industry and a strong background in strategic planning.

Andrew M. Slavitt has served as a director of our company since 2007. Since January 2012, Mr. Slavitt has served as Group Executive Vice President of Optum, a UnitedHealth Group subsidiary that specializes in health and prescription management solutions, technology services and consulting. From 2006 until January 2012, Mr. Slavitt served as the CEO of OptumInsight (formerly Ingenix), a UnitedHealth Group subsidiary that provides health information technology solutions and consulting. He served as the COO of Ingenix from January 2005 through November 2006. From August 2004 through January 2005, Mr. Slavitt served as CEO of the consumer solutions business of UnitedHealth Group. Mr. Slavitt was the founder of HealthAllies, a consumer health care benefits company, and served as its CEO from August 1999 through August 2004. HealthAllies was acquired by UnitedHealth Group in 2003. Mr. Slavitt is a graduate of the Wharton School and The College of Arts & Sciences at the University of Pennsylvania, and received his M.B.A. from Harvard Business School. He is an experienced leader of a large, high growth organization with attributes similar to ours, with strong skills in government relations, strategic planning, and operational and regulated industry matters.

David W. Smith has served as a director of our company since 1998 and is currently our lead director. From 2000 to 2003, when he retired, Mr. Smith was the Chief Executive Officer of NCS Pearson, Inc. From 2004 until 2010, Mr. Smith was a member of the board of directors of Plato Learning, Inc., at the time a NASDAQ-listed educational technology company. From 2004 to 2009, he served on the Board of Directors of Scientific Learning Corporation, a publicly traded company that provides education software. Mr. Smith earned a B.A. and an M.A. from Southern Illinois University, as well as an M.B.A. from the University of Iowa. He has extensive executive leadership experience in the education services industry and a strong background in strategic planning and operational matters.

Jeffrey W. Taylor has served as a director of our company since 2002. He is currently Senior Vice President, U.S. Government Policy and Investor Relations, for Pearson plc, an education company, a position he has held since 2008. He previously served as President of Pearson, Inc., the U.S. holding company of Pearson plc. From 2000 to 2003, Mr. Taylor served as Vice President of Government Relations for Pearson, Inc. From 1994 to 2000, he served as Vice President and Chief Financial Officer of National Computer Systems, an education testing and software company. Mr. Taylor earned a B.S. from Indiana State University. He has extensive executive leadership experience in the education services industry and a strong background in government relations and corporate finance.

Darrell R. Tukua has served as a director of our company since 2004. From 1988 to 2003, when he retired, Mr. Tukua was a Partner with KPMG LLP, a global provider of audit, tax and advisory services which he joined in 1976. Since 2005, Mr. Tukua has served on the board of directors of MMIC Group, an insurance company, where he is also a member of the Audit & Budget, Investment and Governance Committees. Mr. Tukua is a member of the boards of directors of two subsidiaries of MMIC Group, MMIC Health IT and MMIC Agency. Mr. Tukua served as a board observer for MMIC from 2004 to 2005. In addition, Mr. Tukua has served since 2005 as a member of the board of directors and Audit, Compensation and Nominating/Corporate Governance Committees of Gate City Bank,

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a retail and commercial bank. During 2004, Mr. Tukua was an advisory board member of Gate City Bank. Mr. Tukua also serves as chair of the board of directors of non-profit Catholic Charities of St. Paul and Minneapolis and on the finance committee of the board of directors of non-profit Allina Health System. Mr. Tukua earned a B.S. from the University of South Dakota. He has extensive experience in finance, accounting, auditing, financial reporting and public company disclosure matters, as well as regulatory compliance, risk management and regulated industry matters.

None of the above nominees is related to each other or to any of our executive officers.

Board of Directors Meetings and Attendance

Our Board of Directors held five meetings during fiscal year 2011. During fiscal year 2011, each director attended at least 75 percent of the aggregate number of the meetings of our Board of Directors and of the board committees on which such director serves. We do not have a formal policy regarding attendance of our directors at annual meetings of our shareholders, but we do encourage each of our directors to attend annual meetings of our shareholders. All of our then-directors attended the 2011 annual meeting of shareholders.

Director Independence

Our Board of Directors reviews at least annually the independence of each director. During these reviews, our Board of Directors considers transactions and relationships between each director (and his or her immediate family and affiliates) and our company and its management to determine whether any such transactions or relationships are inconsistent with a determination that the director was independent. In February 2012, our Board of Directors conducted its annual review of director independence and determined that no transactions or relationships existed that would disqualify any of the individuals who then served as a director under the rules of The NASDAQ Stock Market, Inc. or the SEC, with the exception of Mr. Gilligan, our current Chief Executive Officer, and Mr. Shank, who served as our Chief Executive Officer until March 2009.

Based on a review of information provided by the directors and other information we reviewed, our Board of Directors concluded that none of our non-employee directors or our director nominee have or had any relationship with our company that would interfere with his or her ability to exercise independent judgment as a director. Based upon that finding, our Board of Directors determined that Messrs. Greene, Linton, Lomax, Slavitt, Smith, Taylor, Tukua, Ms. Miller and Ms. Pennington, are “independent.” The following transactions, relationships or arrangements involving the following organizations with which certain of our directors have relationships were considered in reaching this determination: Dr. Lomax (sponsorship payment from Capella University in connection with United Negro College Fund); Mr. Slavitt (health care insurance services formerly provided to our company through Medica, a business partner of UnitedHealth Group and OptumHealth); and Mr. Taylor (ordinary and usual course business relationships between our company and Pearson, Inc. and Smartthinking, a subsidiary of Pearson). With regard to Mr. Slavitt, the health care insurance services provided to our company by Medica ended as of July 31, 2011; the services were transactional in nature and not advisory. The relationship between Medica and our company was contractual and not influenced by any language or relationship outside of those defined in the Master Group Contract (MGC). Benefit determination, plan design and eligibility were established by our company, written into the MGC and then administered on a transactional basis by Medica. The amounts we paid to each of UNCF, Medica and Pearson, Inc. were less than the greater of $200,000 or 5 percent of the recipient’s gross revenues. Based on a review of the details of these arrangements, our Board of Directors concluded that none of these arrangements precluded the directors from being “independent” under the applicable NASDAQ rules, and our Board of Directors does not believe that these arrangements interfere with the exercise of independent judgment by these directors.

Committees of Our Board of Directors

Our Board of Directors has five standing committees: Audit, Compensation, Finance, Governance and Executive. The charters for our Audit Committee, Compensation Committee, Governance Committee and Executive Committee are available in the Corporate Governance section of the Investor Relations page on our website at www.capellaeducation.com.

Audit Committee. Our Audit Committee consists of Messrs. Tukua (chair), Greene and Taylor. Our Audit Committee is directly responsible for, among other things, the appointment, compensation, retention and oversight of our independent registered public accounting firm. The oversight includes reviewing the plans and results of the audit engagement with the firm, approving any additional professional services provided by the firm and reviewing

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the independence of the firm. The committee is also responsible for discussing the effectiveness of internal control over financial reporting with the firm and relevant financial management. The purpose and responsibilities of our Audit Committee are more fully described in the committee’s charter, a copy of which, as mentioned in the immediately preceding paragraph, is available on our website. Our Audit Committee held eight meetings in 2011. Our Board of Directors has determined that each member of our Audit Committee is “independent,” as defined under and required by the rules of The NASDAQ Stock Market, Inc. and the federal securities laws. The Board of Directors has determined that each member of our Audit Committee qualifies as an “Audit Committee financial expert,” as defined under the rules of the federal securities laws.

Compensation Committee. Our Compensation Committee consists of Messrs. Slavitt (chair), Linton, Smith and Taylor. Our Compensation Committee is responsible for, among other things, recommending the compensation level of our chief executive officer to the Executive Committee, determining the compensation levels and compensation types (including base salary, equity awards, perquisites and severance) of the other members of our senior executive team and administering our equity compensation plans and other compensation programs. The Compensation Committee also recommends compensation levels for board members and approves new hire offer packages for our senior executive management. The purpose and responsibilities of our Compensation Committee are more fully described in the committee’s charter. Our Compensation Committee held six meetings in 2011.

Finance Committee. Our Finance Committee consists of Messrs. Taylor (chair), Linton, Shank and Tukua and Ms. Miller. Our Finance Committee is responsible for, among other things, assisting the Board of Directors in fulfilling its oversight responsibilities related to financing transactions and changes in our capital structure; and acquisitions, joint ventures, divestitures and other business investment transactions in which we may be involved. The purpose and responsibilities of our Finance Committee are more fully described in the committee’s charter. Our Finance Committee held six meetings in 2011.

Governance Committee. Our Governance Committee consists of Ms. Miller (chair) and Messrs. Lomax and Smith. Our Governance Committee is responsible for, among other things, assisting the Board of Directors in selecting new directors and committee members, evaluating the overall effectiveness of the Board of Directors, reviewing CEO succession planning, and reviewing developments in corporate governance compliance. The purpose and responsibilities of our Governance Committee are more fully described in the committee’s charter. Our Governance Committee held five meetings in 2011.

Executive Committee. Our Executive Committee consists of all independent members of our Board of Directors, or all of our directors except Mr. Shank and Mr. Gilligan, and is chaired by Mr. Smith, who is our lead director. Our Executive Committee is responsible for, among other things, evaluating and determining the compensation of our chief executive officer, setting the agenda for meetings of our Board of Directors, establishing procedures for our shareholders to communicate with our Board of Directors and reviewing and approving our management succession plan. The purpose and responsibilities of our Executive Committee are more fully described in the committee’s charter. Our Executive Committee held one meeting and met in executive session following board meetings four times in 2011.

Corporate Governance Principles

Our Board of Directors has adopted Corporate Governance Principles. These guidelines are available on the Corporate Governance section of the Investor Relations page on our website at www.capellaeducation.com.

Code of Business Conduct

We have adopted the Capella Education Company Code of Business Conduct, which applies to all of our employees, directors, agents, consultants and other representatives. The Code of Business Conduct includes particular provisions applicable to our senior financial management, which includes our chief executive officer, chief financial officer, principal accounting officer and other employees performing similar functions. A copy of our Code of Business Conduct is available on the Corporate Governance section of the Investor Relations page on our website at www.capellaeducation.com. We intend to post on our website any amendment to, or waiver from, a provision of our Code of Business Conduct that applies to any director or officer, including our chief executive officer, chief financial officer, principal accounting officer and other persons performing similar functions, promptly following the date of such amendment or waiver.

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Corporate Governance Documents Available on Our Website

Copies of our key corporate governance documents are available on the Investor Relations page of our website at www.capellaeducation.com. The charters for our Audit Committee, Compensation Committee, Governance Committee and Executive Committee, as well as copies of our Corporate Governance Principles and our Code of Business Conduct, are available on our website. In addition, any shareholder that wishes to obtain a hard copy of any of these corporate governance documents may do so without charge by writing to Investor Relations, Capella Education Company, Capella Tower, 225 South 6th Street, 9th Floor, Minneapolis, MN 55402.

Director Qualifications and Diversity

Candidates for director nominees are reviewed in the context of the current composition of our Board of Directors, our operating requirements and the long-term interests of our shareholders. Our Governance Committee works with our Board to determine the appropriate characteristics, skills, and experiences for the Board as a whole and its individual members with the objective of having a Board with diverse backgrounds and experience. Characteristics expected of all directors include independence, integrity, high personal and professional ethics, sound business judgment, and the ability and willingness to commit sufficient time to the Board. We believe all of our directors possess these characteristics.

In evaluating the suitability of individual Board members and nominees, the Governance Committee takes into account many factors, including general understanding of business strategy, marketing, finance, executive compensation and other disciplines relevant to the success of a publicly traded company in today’s business environment; understanding of our business and industry; educational and professional background; personal accomplishment; and gender, age, and ethnic diversity. The Governance Committee evaluates each incumbent director to determine whether he or she should be nominated to stand for re-election, based on each director’s qualifications and suitability.

Director Nomination Process

Our Governance Committee selects nominees for directors pursuant to the following process:

• the identification of director candidates by our Governance Committee based upon suggestions from current directors and senior management, recommendations by shareholders and/or use of a director search firm;

• a review of the candidates’ qualifications by our Governance Committee to determine which candidates best meet our Board of Directors’ required and desired criteria;

• interviews of interested candidates who best meet these criteria by the chair of the Governance Committee, the chair of our Board of Directors, and/or certain other directors;

• recommendation by our Governance Committee for inclusion in the slate of directors for the annual meeting of shareholders or appointment by our Board of Directors to fill a vacancy during the intervals between shareholder meetings; and

• formal nomination by our Board of Directors.

During 2011, Our Board of Directors retained an independent executive search firm to assist in the identification and evaluation of qualified director candidates. Hilary Pennington was identified as a potential candidate by the search firm. Following interviews and other discussions about Ms. Pennington’s candidacy, the Board of Directors, upon recommendation of our Governance Committee, recommends Ms. Pennington to our shareholders for election as a member of our Board of Directors.

Shareholders who wish to recommend individuals for consideration by our Governance Committee to become nominees for election to our Board of Directors at the 2013 annual meeting may do so by submitting a written recommendation to our Governance Committee, c/o General Counsel, Capella Education Company, Capella Tower, 225 South 6th Street, 9th Floor, Minneapolis, Minnesota 55402. Submissions must include a written recommendation and the reason for the recommendation, biographical information concerning the recommended individual, including age, a description of the recommended individual’s past five years of employment history and any past and current board memberships. The submission must be accompanied by a written consent of the individual to stand for election if nominated by our Governance Committee and to serve if elected by our Board of Directors or our shareholders, as applicable. Alternatively, shareholders may directly nominate a person for election to our Board of Directors by complying with the procedures set forth in our bylaws.

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Board Leadership Structure

Our Chief Executive Officer also serves as the Chair of our Board of Directors. Given our present size and stage of corporate development, as well as our successful history with a combined Chair/CEO role, our Governance Committee and Executive Committee have determined it is currently appropriate for our CEO to also serve as Board Chair. The Board retains the authority to separate these functions when and if deemed appropriate.

Our Executive Committee also elects a Lead Director from among our independent directors. Mr. Smith, our current Lead Director, has served in that role for over seven years and presides over executive sessions of the independent directors of the Board, works with the Board Chair to set meeting agendas, facilitates information flow and communication among the directors, and acts as a key liaison with the Board Chair.

Role of Board in Risk Oversight

The Board takes an active role in risk oversight of our company both as a full Board and through its committees. Presentations and discussions at Board and committee meetings include an assessment of opportunities and risks inherent in our strategies and external environment. The Board meets in executive session after each regularly scheduled Board meeting to, among other things, assess the quality of the meetings and to collect feedback for the Lead Director to present to the Chair of the Board and management. Such feedback includes any requests for specific information to assist the Board in carrying out its duties, including risk oversight.

Strategic risk, which relates to our company properly defining and achieving our high-level goals and mission, as well as operating risk, the effective and efficient use of resources and pursuit of opportunities, are regularly monitored and managed by the full Board through the Board’s regular and consistent review of our operating performance and strategic plan. For example, at each of the Board’s regularly scheduled meetings throughout the year, management provides presentations on our company’s performance. Pursuant to the Board’s established monitoring procedures, Board approval is required for our strategic plan and annual operating plan, which is reported on by management at each regular Board meeting.

Reporting risk, which relates to the reliability of our company’s financial reporting, and compliance risk, relating to our company’s compliance with applicable laws and regulations, is primarily overseen by the Audit Committee. The Audit Committee receives input directly from management, internal audit as well as our independent registered public accounting firm, Ernst & Young LLP regarding our financial reporting process, internal controls and public filings. The Committee also receives regular updates from our company’s General Counsel regarding any Code of Conduct issues or legal compliance concerns.

In addition, our management conducts an annual enterprise wide risk assessment. Results of this risk assessment are presented to the Audit Committee. The objectives for the risk assessment process include (i) developing a defined list of key risks to be shared with the Audit Committee, Board and senior management; (ii) facilitating discussion of the risk factors to be included in Item 1A of our Annual Report on Form 10-K and (iii) guiding the development of the next year’s audit plans.

In 2011, the annual enterprise risk assessment process was conducted by our director of internal audit, in consultation with senior leadership from the legal and finance departments. Our director of internal audit interviewed executive leaders as well as key department and functional leaders from all sections of our company to identify and evaluate risks. Identified risks were prioritized based on the potential exposure to the business, measured as a function of severity of impact and likelihood of occurrence. The risk profiles were discussed and refined during subsequent discussions with executive leaders and senior management. A summary of the results was presented to the Audit Committee, and the full Board was informed of the risk assessment process. In addition, the annual enterprise risk assessment provides the basis for creating an annual audit plan that is approved by the Audit Committee. In 2010, we began implementation of a formal Enterprise Risk Management (ERM) process, which included comprehensively reviewing our strategic goals, identifying risks to attaining those strategic goals, categorizing identified risks into risk categories, and risk weighting each risk category based on impact and likelihood.

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Compensation Committee Interlocks and Insider Participation

During 2011, Messrs. Linton, Slavitt, Smith and Taylor served as the members of our Compensation Committee. None of our executive officers serve or in the past has served, as a member of the Board of Directors or Compensation Committee of any entity that has any of its executive officers serving as a member of our Board of Directors or Compensation Committee.

Communication with our Board of Directors

Interested parties may communicate directly with Mr. Smith, our Lead Director, or the non-management members of our Board of Directors as a group, by mail addressed to the attention of Mr. Smith as Lead Director, or the non-management members of our Board of Directors as a group, c/o General Counsel, Capella Education Company, Capella Tower, 225 South 6th Street, 9^th Floor, Minneapolis, MN 55402. If our General Counsel in consultation with Mr. Smith determines that such communication to non-management members as a group is relevant to and consistent with our operations and practices, our General Counsel will then forward the communication to the appropriate director or directors on a periodic basis.

Our Board of Directors recommends that the shareholders vote for the election of each of the eleven nominees listed above to constitute our Board of Directors.

PROPOSAL NO. 2 –

RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The firm of Ernst & Young LLP (“Ernst & Young”) has been our independent registered public accounting firm since 1999. Our Audit Committee has selected Ernst & Young to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2012, subject to ratification by our shareholders. While it is not required to do so, our Audit Committee is submitting the selection of that firm for ratification in order to ascertain the view of our shareholders. If the selection is not ratified, our Audit Committee will reconsider its selection, and based on that reconsideration, may or may not select Ernst & Young. Proxies solicited by our Board of Directors will be, unless otherwise directed, voted to ratify the appointment of Ernst & Young as our independent registered public accounting firm for the fiscal year ending December 31, 2012.

A representative of Ernst & Young will be present at the meeting and will be afforded an opportunity to make a statement if the representative so desires and will be available to respond to appropriate questions during the meeting.

Fees

For the years ended December 31, 2011 and 2010, Ernst & Young billed us the amounts set forth below for professional services rendered in connection with audit, audit-related, tax and other professional services.

Services Rendered	2011		2010
Audit Fees (1)	$	643,571	$	570,112
Audit-Related Fees (2)		68,600		32,700
Tax Fees (3)		24,925		—
All Other Fees (4)		1,995		1,995
Total Fees	$	739,091	$	604,807

(1) Audit Fees include fees associated with the annual audit, including the audit of internal control over financial reporting, the reviews of our quarterly reports on Form 10-Q, and services provided by the auditor in connection with statutory and regulatory filings.

(2) In 2011, Audit-Related Fees include fees relating to the due diligence and agreed upon procedures performed for the acquisition of Resource Development International (RDI). In 2010, Audit-Related Fees related to due diligence.

(3) In 2011, Tax Fees include fees for services provided on an analysis of RDI’s value-added tax position other tax considerations relating to RDI.

(4) All Other Fees relate to a license fee for an accounting database.

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Approval of Independent Registered Public Accounting Firm Services and Fees

The Audit Committee has adopted a policy regarding pre-approval of audit and non-audit services performed by the company’s independent registered public accounting firm. The Audit Committee is responsible for pre-approving all engagements of the company’s independent registered public accounting firm. The policy also highlights services the Audit Committee will and will not approve for audit and non-audit services. The policy requires written documentation be provided by the independent registered accounting firm to the Audit Committee for all tax services. In addition, all required discussions are held between the independent registered accounting firm and the Audit Committee.

The Audit Committee may, annually or from time to time, set fee levels for certain non-audit services that, as defined in the policy, may be paid for all non-audit services. Any engagements that exceed those fee levels must receive specific pre-approval from the Audit Committee. The Audit Committee may delegate to the Audit Committee chair authority to grant pre-approvals of permissible audit and non-audit services, provided that any pre-approvals by the chair must be reported to the full Audit Committee at the next scheduled meeting.

On a regular basis, management provides written updates to the Audit Committee consisting of the amount of audit and non-audit service fees incurred to date. All of the services described above were pre-approved by the company’s Audit Committee.

Our Board of Directors recommends that the shareholders vote for the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2012.

AUDIT COMMITTEE REPORT

The role of our Audit Committee, which is composed of three independent non-employee directors, is one of oversight of our company’s management and Ernst & Young, our independent registered public accounting firm, in regard to our company’s financial reporting and internal control over financial reporting. In performing our oversight function, we relied upon advice and information received in our discussions with management and Ernst & Young.

We have (a) reviewed and discussed our company’s audited consolidated financial statements for the fiscal year ended December 31, 2011 with management; (b) reviewed and discussed with management their assessment of our company’s internal control over financial reporting; (c) discussed with Ernst & Young the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (PCAOB); and (d) received the written disclosures from Ernst & Young regarding the matters required to be discussed by the applicable requirements of the PCAOB regarding communications with the audit committee regarding Ernst & Young’s independence and discussed with Ernst & Young their independence.

Based on the review and discussions with management and our company’s independent registered public accounting firm referred to above, we recommended to our company’s Board of Directors that the audited consolidated financial statements be included in our company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 for filing with the SEC.

Audit Committee:

Darrell R. Tukua, Chair

Mark N. Greene

Jeffrey W. Taylor

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PROPOSAL NO. 3 –

ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION (SAY ON PAY)

As described in detail under the heading “Executive Compensation – Compensation Discussion and Analysis,” our executive compensation programs are designed to attract, motivate, and retain our named executive officers, who are critical to our success. Under these programs, our named executive officers are rewarded for the achievement of specific annual, long-term and strategic goals, and the realization of increased shareholder value. Please read the “Compensation Discussion and Analysis” beginning on page 12 for additional details about our executive compensation programs, including information about the fiscal year 2011 compensation of our named executive officers.

We are asking our shareholders to indicate their support for our named executive officer compensation as described in this proxy statement. This proposal, commonly known as a “say on pay” proposal, gives our shareholders the opportunity to express their views on our named executive officers’ compensation. We conduct say on pay votes on an annual basis, consistent with an advisory vote by our shareholders in 2011; shareholders will be asked again in 2017 to indicate how frequently we should seek an advisory vote on the compensation of our named executive officers.

Our Board of Directors, upon recommendation of our Compensation Committee, recommends that you vote “FOR” the following resolution.

“RESOLVED, that the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the 2012 Annual Meeting of Shareholders, including the Compensation Discussion and Analysis, compensation tables and related narrative disclosure, is hereby approved.”

The say on pay vote is advisory, and therefore not binding on our company, our Compensation Committee or our Board of Directors. Our Board of Directors and our Compensation Committee value the opinions of our shareholders and to the extent there is any significant vote against the named executive officer compensation as disclosed in this proxy statement, we will seek to understand our shareholders’ concerns and the Compensation Committee will evaluate whether any actions are appropriate to address those concerns.

Our Board of Directors, upon recommendation of our Compensation Committee, recommends shareholders vote for the approval of the compensation of our Named Executive Officers as disclosed in this proxy statement.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Overview

The Compensation Committee of our Board of Directors establishes and oversees our compensation programs as they apply to our executive officers. The Compensation Committee is responsible for ensuring that our compensation programs position us to compete successfully for skilled executive talent in our dynamic business environment. The goal of our compensation program is to align compensation with our shareholder interests, our business objectives, regulatory guideposts, learner interests and culture.

Capella has designed our compensation programs with a primary focus on overall company performance, while serving learner interests, and enhancing productivity. Compensation is designed to be compliant with all U.S. Department of Education regulatory requirements and is expressly not tied to driving enrollment levels or financial aid levels.

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Our Philosophy

We believe that compensation programs should be a tool to increase shareholder value by linking corporate strategy and business objectives. Five key business objectives and their corresponding compensation element(s) are as follows:

• Attract, retain and motivate talent (tied to salary and annual adjustments);

• Pay for performance (tied to annual and long-term incentive plans);

• Align interests of business leaders with those of shareholders (tied to long-term incentive compensation);

• Align compensation with strategy (tied to annual and long-term incentive compensation); and

• Discourage inappropriate risk taking (tied to all plans).

The underpinning of our compensation plans is our commitment to our learners and to leading the organization with high integrity in a way that reflects all of our corporate values.

We target base pay, annual executive incentives and our long-term incentives at a market median position. We believe this allows us to best align with shareholder interests and ensures that a significant portion of our executives’ pay is based on performance objectives. Additionally, we believe compensation arrangements, including base salary, annual and long-term incentive opportunities, perquisites and other compensation, should be consistent with relevant industry norms and must comply with all applicable rules and regulations including United States Department of Education incentive compensation regulations.

Executive Summary

Key Actions and Decisions in 2011. Highlighted below are some of the key actions and decisions with respect to our executive compensation programs for 2011 as approved by the Compensation Committee with counsel from its independent compensation consultant, Aon Hewitt.

• The Compensation Committee granted our executive officers modest base salary adjustments. All of the named executive officers received increases of between two and four percent within a merit budget of three percent, reflective of their individual performance.

• Our level of achievement on financial performance targets failed to meet our target expectations for either operating income or revenue in 2011. However, our level of achievement on internal measures of learner satisfaction significantly exceeded our expectations. The combined results of our financial performance, learner success, and individual performance resulted in annual incentive plan payout well below target.

• The Compensation Committee continued a multi-year discussion of the appropriate design of long-term incentive plans to address the changing marketplace, leadership demands, regulatory compliance environment and business challenges. Discussions in 2011 concluded with Compensation Committee approval, in principle, to diversify the long-term incentive compensation vehicle mix for executives to include a long-term performance cash incentive component beginning in 2012, tied to absolute and relative company performance metrics, and to enact several changes to vesting terms for future long-term incentive grants. The Committee felt these changes more closely reflect current long-term incentive compensation market practices in the competitive landscape for executive talent.

• In addition, the Compensation Committee considered that the advisory vote on the compensation of our executive officers (“say on pay”) and management’s recommendation to hold say on pay advisory votes on an annual basis (“say when on pay”) were approved by a substantial majority of the shares voted on these matters.

Key Compensation Design Features. Our compensation plans continue to reflect the values of our company. Highlighted below are some of the most important features.

• Independence of our Compensation Committee.

• Ongoing monitoring of, and compliance with, our stock ownership guidelines.

• Strong alignment of our long-term incentive pay to executives with the interests of shareholders.

• Consistency of our annual incentive compensation of executives with that of other management staff (not including those directly engaged in enrollments, advising or financial aid), based on revenue and operating income, and learner success.

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Role of Compensation Consultants and Management

The Compensation Committee works with an external, independent consulting firm, Aon Hewitt, who has no other significant compensation consulting engagements with management at Capella. Aon Hewitt was hired by and reports to the Compensation Committee and works collaboratively with management.

The consultants are engaged to:

• Compile/assess market competitiveness for the compensation of Capella’s executives, consistent with our compensation philosophy;

• Provide counsel on Compensation Committee best practices, market changes and responses to regulatory changes;

• Review and provide input on the companies included in our comparator group used for benchmarking purposes; and

• Provide direction and input on the design of the annual and long-term incentive compensation programs.

At times management recommends compensation work to be conducted by the compensation consultant, such as market data collection and review for specific positions. However, all compensation consultant work is authorized by the Compensation Committee prior to any work being completed by the consultant. Management, including the CEO, CFO and SVP Human Resources, works collaboratively with the consultants to:

• Ensure the consultants’ understanding of executive positions to be benchmarked;

• Provide guidance on business objectives and priorities in designing the annual and long-term incentive plans; and

• Provide input on the value and contributions of the executive officers.

Additionally, our finance, legal, and human resources departments provided information to the Compensation Committee on important accounting, tax, financial, disclosure and other legal matters that may be applicable to plan design and implementation decisions. The following management representatives regularly participate in Compensation Committee meetings: CEO, CFO, SVP Human Resources, General Counsel, Senior Corporate Attorney, and Director of Total Rewards.

Our CEO makes recommendations to the Compensation Committee about the compensation of executive officers other than himself.

Compensation Determination

Benchmarking. We benchmark our executive compensation against the for-profit education sector, along with the general market for executive-level talent, at least once annually.

Our annual peer group review process, conducted every August, is divided into two phases in alternate years: (i) review and affirm criteria (i.e. industry, size, etc.); and (ii) review current peer group companies to determine if any should be considered for removal, consider the impact of such change, and decide if any need to be added.

In 2011, we conducted the first phase of our process. We made a few modest changes to our comparator group, removing SkillSoft and Blackboard Inc., as they are no longer public companies, and adding Bridgepoint Education Inc., Education Management Corporation, and Grand Canyon Education Inc. Our comparator group is a combination of competitors in the education field and companies outside of education with similar business models. When comparators outside the education sector were selected, we identified high performing companies that are demonstrating high growth, and in which both technology and customer retention/renewal played a significant role in their success. Our specific comparators are listed in numbers one and two below.

For purposes of comparison to companies in the for-profit education sector in 2011, we used three types of sources: (1) public filings for companies in the education industry, including: American Public Education, Inc., Apollo Group, Bridgepoint Education, Career Education Company, Corinthian Colleges, DeVry, Education Management, Grand Canyon Education, ITT Educational Services, K12 and Strayer, and (2) public filings for companies outside the education industry with similar business models, including Administaff, Advisory Board Company, Allscripts Healthcare Solutions, Corporate Executive Board, FTI Consulting, Huron Consulting, Interactive Data Corporation, Monster Worldwide, Morningstar Inc., WebMD Health Corporation and Weight Watchers, and (3) well-established third party executive compensation survey sources that include a representative

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sample of organizations. The list of comparator companies may change over time. The public filings utilized provided us information on the compensation for our comparators’ named executive officers. The information from all companies identified is grouped together to form a range and median. The 25^th percentile and 75^th percentile values are identified to provide perspective on the amount of variability in the data between companies.

We believe it is important to understand and compare our compensation to other for-profit educational institutions. These firms vary greatly in size, approach and even target customer. For those that are significantly larger or smaller in size (e.g. revenue, income, and/or enrollment), their compensation data provides points of reference rather than targets.

In 2011, working with the Compensation Committee’s executive compensation consultant, Aon Hewitt, we benchmarked our compensation against our comparator group and against general industry surveys, looking at base salary; total cash compensation, which is comprised of base salary and annual incentive compensation; and total direct compensation, which is comprised of total cash compensation plus the value of long-term incentive compensation. In making decisions on the compensation for executive officers, the Compensation Committee considered the executive’s experience, performance, and competitive benchmarking to align pay and performance. The Compensation Committee reviewed the resulting executive’s total compensation relative to the benchmark data and considered the pay of each executive appropriate relative to market median pay.

Capella’s CEO uses the market data provided by the consultants (along with an assessment of the performance and impact of each executive) to recommend to the Compensation Committee the appropriate compensation levels (base pay, annual incentive compensation target and long-term incentive target) for each of the other executive officers. This was taken into consideration as the Compensation Committee made its decisions. The Compensation Committee had sole responsibility for the final compensation decisions for all executive officers.

We provide our shareholders with the opportunity to cast an annual advisory vote on executive compensation (a “say on pay proposal”). At our 2011 annual shareholder meeting, a substantial majority of the votes cast on the say on pay proposal at that meeting were voted in favor of the proposal. The Compensation Committee believes this confirms shareholders’ support of our approach to executive compensation, and continues to refine our approach to executive compensation with this in mind. The Compensation Committee will continue to consider the outcome of the Company’s say on pay votes when making future compensation decisions for our executive officers.

Performance Assessment of Executive Management

Each year, the Executive Committee of the Board of Directors conducts a performance review of the CEO. For other executive officers, the CEO prepares the performance assessment and provides it to the Compensation Committee. Both the CEO’s review and the review of the executive officers are focused on achievement of specific, measurable organizational goals and milestones, and on demonstration of key leadership competencies. Following the review of the CEO, the Executive Committee directs the Compensation Committee to prepare a recommendation of compensation for the CEO. The recommendation, which considers the market benchmarking performed, and the performance of the CEO, is made to the Executive Committee who makes the final determination on the appropriate compensation. In the case of the executive officers other than the CEO, the CEO provides to the Compensation Committee his compensation recommendations. The recommendations are reviewed in light of the market benchmarking and performance of each executive officer. If agreed, the Compensation Committee forwards these recommendations to the Executive Committee for final approval.

The Executive Committee of the Board of Directors conducts an annual review of our CEO, Mr. J. Kevin Gilligan, consistent with the above described process.

At the direction of the Executive Committee, the Compensation Committee developed a compensation proposal for Mr. Gilligan, using the performance assessment along with the market data prepared by the consultants. This proposal was reviewed, and submitted for final approval, by the Executive Committee of the Board of Directors.

Compensation Elements

It is our practice not to enter into employment agreements for our employees, except in the case of our CEO, Mr. Gilligan, who was hired in 2009. We have selectively offered signing bonuses, one-time new hire equity grants approved by the Compensation Committee at the next scheduled meeting following the date of hire, and/or guaranteed incentive compensation for the first year of employment.

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In 2011, our executive compensation mix included the following elements: base salary; annual incentive opportunity, generally in the form of annual cash bonuses based on achievement of company and individual performance objectives; long-term incentive opportunity, in the form of stock options, and restricted stock units (RSUs); severance benefits; and other benefits generally available to all employees. Perquisites are not a significant component of our executive compensation. The majority of the value of the annual incentive opportunity was based on annual company financial performance; the rest on specific internal measures of learner satisfaction and individual executive performance. Long-term incentive compensation was based primarily on long-term appreciation in value of our stock, and secondarily on a combination of absolute and relative financial measures and key individual goals. Long-term incentive grants made to our executive officers were made with approximately two-thirds of the value in stock option awards, and the remaining one-third of the value delivered in the form of time-vested RSUs.

For 2012, long-term incentive compensation is based primarily on long-term appreciation in value of our stock, and secondarily on a combination of absolute and relative financial measures and achievement of new federal standards on gainful employment set by the United States Department of Education. Long-term incentive grants made to our executive officers in 2012 were granted with approximately one-third of the value in stock option awards vesting pro-rata over four years, approximately one-third of the value in long-term performance cash awards with a three-year performance period, and the remaining value delivered in the form of time-vested RSUs with a three year cliff vesting schedule.

Base Salary. Base salary reflects the experience, knowledge, skills and performance record the executive brings to the position, and is influenced by market factors.

The Compensation Committee annually reviews salaries for our executive officers against performance and market survey data. In 2011, all of our named executive officers held positions commonly held in other organizations (CEO, CFO, SVP Human Resources, General Counsel, and VP Marketing), and thus were directly benchmarked to similarly titled positions in our peer comparators’ organizations.

Consistent with common practice in executive compensation, our consultants proposed, and the Compensation Committee approved, that we group our senior executives into three tiers reflective of the scope of their assignment and contributions to Capella. Tier one includes only our CEO. Tier two includes only our CFO. Tier three includes our remaining executive officers. These tiers allowed the consultants to expand their benchmarking and we used those tiers to align salary ranges, and annual and long-term incentive targets.

Individual executive base salaries may be adjusted based on individual performance, company performance and placement relative to compensation benchmarks. The performance assessment for each executive includes an evaluation of performance against objectives established at the beginning of the year and demonstration of leadership competencies. In evaluating executive performance for purposes of merit pay adjustments, the Compensation Committee also considers overall company performance, and the performance of the functional area(s) under an executive’s scope of responsibility.

Annual Incentive Opportunity. The annual incentive opportunity for our executives is provided through our cash-based management incentive plan. The purpose of the plan is to tie executive compensation directly to performance metrics we believe are important to our shareholders, along with factors which drive business success such as learner outcome management. The plan is intended to encourage eligible management employees to produce a superior return for our shareholders and to remain in the employ of Capella. The management incentive plan is based on targets that reward strong company financial performance and growth, year over year, and is administered to comply with Department of Education guidelines described above in this Compensation Discussion and Analysis under “Overview.”

The level of participation for each executive officer in the annual incentive plan is based upon the degree to which his or her position impacts overall financial performance of the company, and also by benchmarking target incentive compensation levels to comparable positions in our peer companies.

Target award opportunities were established as a percentage of the executive’s base salary, and ranged from 50 percent to 100 percent of base salary for 100 percent achievement of targets in 2011. These target award opportunities are consistent with the range of annual incentive opportunities in similarly titled positions in our peer comparators’ organizations, as determined by our compensation consultant, Aon Hewitt.

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At the beginning of each year, the Compensation Committee approves a payout matrix that details payout opportunities based on the company’s achievement of plan objectives for the year. Upon completion of the fiscal year, executives receive incentive payments, if earned, pursuant to the terms of the management incentive plan and the payout matrix approved at the beginning of the year.

In making its annual determination of minimum, target and maximum payout levels under the annual incentive plan, the Compensation Committee may consider any specific and unusual circumstances facing us during the year. Specifics of the 2011 plan and executive payouts appear in following sections.

Long-Term Incentive Opportunity. Capella believes that an important way to align executives’ interests with those of the shareholders is to use equity grants as the primary component of long-term incentive compensation. Capella’s long-term incentives for executives have been comprised of equity grants with greater than one year vesting (most frequently stock options with four year pro-rata vesting). In 2011, the value of our annual grant was comprised of approximately one-third of its value of the total grant in the form of restricted stock units (with three year cliff vesting) and the remainder in the form of stock options (with four year pro-rata vesting).

Long-term incentive grants are generally made once annually to eligible executives. As needed to attract qualified candidates, we may make an equity grant at the time of hire. Newly promoted executives are eligible for a grant commensurate with their level at the next regularly scheduled annual grant. At times, our Compensation Committee may identify a need to strengthen retention value for a key executive and do so through a special compensation grant. In 2011, Ms. Chial and Messrs. Thom and Van de Loo were each provided a special equity grant, described in the section titled “2011 Plans and Executive Compensation Decisions”.

Target long-term incentive grant levels are reviewed each year and set by the Compensation Committee. The Compensation Committee determines the amount of the long-term incentive opportunity by comparing to companies in the for-profit education sector and appropriate comparators outside the education sector. The same set of comparators is used for this benchmarking as are used to benchmark base pay and annual incentive opportunity. As is the case for salary and annual incentives, the benchmark information provides a median value and range for each position. This process is outlined above in the section titled, “Benchmarking”.

Target long-term incentive grant levels for each executive are expressed as a percentage of the executives’ base pay. Target grant values for our executive officers range from 85 to 230 percent of base salary. In making decisions on the grant levels for these officers, the Compensation Committee referenced the range of competitors’ long-term incentive targets (as described above), and considered the performance level and experience of each executive. Actual grants made to named executives in 2011 appear in the table titled “Grants of Plan-Based Awards in 2011”.

Under our 1999 Stock Option Plan, any vested but unexercised stock options at the time of retirement may be exercised for a period of 60 days and three months, respectively, after retirement. Under our 2005 Stock Incentive Plan, vested but unexercised stock options may be exercised for up to one year after retirement.

Perquisites and Other Compensation. Employee benefits offered to key executives are designed to meet current and future health and security needs for the executives and their families. Executive benefits are generally the same as those offered to all employees, except that medical insurance premiums are paid in full by the company for the named executive officers enrolled in our medical benefit plan. The employee benefits offered to all eligible employees include medical, dental and life insurance benefits, short-term disability pay, long-term disability insurance, flexible spending accounts, and a 401(k) retirement savings plan that includes a company match. In addition, named executive officers are eligible to participate in our Senior Executive Severance Plan.

The 401(k) retirement savings plan is a defined contribution plan under Section 401(a) of the Internal Revenue Code. Employees may make contributions into the plan, expressed as a percentage of compensation, up to prescribed IRS annual limits. We provide an employer matching contribution of 100 percent on the first 2 percent of employee pay contributed, and 50 percent on the next 4 percent of employee pay contributed, for a maximum match of 4 percent.

Our Senior Executive Severance Plan applies to our named executive officers and certain other senior executive officers. The plan provides severance benefits upon the occurrence of certain triggering events. The Compensation Committee believes that such a plan is necessary to attract and retain key executives in the company’s competitive employment market. Our Senior Executive Severance Plan pays additional benefits to most executives covered thereunder in the event of a change in control followed by an involuntary termination or termination for good reason. The Compensation Committee chose this “double trigger” design because it believed such design to be most consistent with market practices at the time.

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2011 Plans and Executive Compensation Decisions

The compensation philosophy outlined above served as the primary guiding principles for compensation decisions regarding Mr. Gilligan and the other named executives. The Compensation Committee considered individual performance, market competitiveness, need for retention, the most effective means to align the interests of business leaders with those of shareholders and align compensation with the business strategy. Set forth below is a discussion of compensation actions for each named executive officer, which reflects how the Compensation Committee viewed compensation in 2011.

Generally, the Compensation Committee’s compensation actions for 2011 reflected a balance between strong performance in 2009 and 2010 ahead of the company’s initial projections for a difficult 2011, in which both financial performance and total shareholder return suffered across the for-profit education sector. These decisions demonstrate that the Board is focused on holding leaders accountable, retaining and rewarding our strong leaders, building stability in our leadership team and driving long-term growth and productivity.

Base Salary. Base salary adjustments were generally quite modest. Each of the named executive officers had increases of between two and four percent. This reflected their market position and individual performance.

Annual Incentive Opportunity. The annual cash incentive plan payments are outlined below. This plan is designed to allow the named executive officer to earn above target compensation only where Capella as a Company delivers. As a corporation, Capella did not meet our 2011 operating plan for either operating income or revenue in 2011, but significantly exceeded our expectations on internal measures of learner satisfaction. As such, our 2011 annual incentive plan will pay out at approximately 42 percent of target with variation based on individual performance to set goals as described below.

2011 Annual Incentive Plan. Capella Education Company manages our annual incentive plan within the framework of the shareholder-approved Annual Incentive Plan. A portion of our cash-based incentive plan permits payments that constitute “performance-based compensation” which are therefore exempt from the $1 million limit on deductible compensation under Section 162(m).

In 2011, the annual incentive plan was based on the company’s overall annual financial performance, achievement of multiple measures of learner satisfaction, and individual operational goal results. Our plan provided participants an opportunity to earn from 0 to 200 percent of the targeted incentive depending on the degree to which the company achieved its annual performance objectives for revenue and operating income; the degree to which the company achieved statistically significant improvement in multiple measures of learner satisfaction; and the degree to which the participants performed on their individual key objective.

In 2011, the financial metrics accounted for 70 percent of the targeted annual incentive opportunity. Revenue accounted for 50 percent and operating income accounted for 50 percent of the financial component of the targeted opportunity. This weighting is based on our belief that both revenue growth and operating income growth are equally critical goals at this stage of our development and to our shareholders.

The remaining 30 percent of the targeted incentive opportunity was divided between an aggregated score of two measures of learner satisfaction and the identified individual objective.

Learner satisfaction accounted for two-thirds of the non-financial component of the targeted incentive opportunity, with the remaining one-third determined by individual key objective. Learner satisfaction was measured using 1) learner responses to a single overall satisfaction question in our periodic learner engagement survey, and 2) learner responses from end of course-evaluations. Both measures used prior year responses as the initial baseline and required statistically significant improvement in order to achieve any level of payout. The scores were aggregated in matrix format to produce varying payment percentages.

The objectives of the executive officers were reviewed and approved by the Compensation Committee and reflect key financial, functional, departmental or individual goals which are critical contributors to our organization’s long-term health and success. The individual goals of our named executive officers are concentrated in the areas of regulatory compliance, talent management, productivity / cost management, academic quality and business development initiatives appropriate to their specific job responsibilities. The individual objective creates increased accountability for key deliverables. Below are those performance factors considered in determining each named executive’s bonus payment for the 10 percent of their bonus tied to individual goals.

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2011 Annual Incentive Plan Measures and Weights.

Applicable to: CEO, CFO, SVPs, VPs and some Directors in Key Operating Roles.

Plan Components and Measures	Weights
Company Financial Measures		70	%
Revenue		35	%
Operating Income		35	%
Learner Satisfaction		20	%
Performance on Key Individual Goal		10	%
Incentive Opportunity for Achieving 100% of all Targets		100	%

2011 Annual Incentive Plan Payout Levels.

Payout Level as Percentage of Applicable Objective		Level of Achievement Compared to Objective
		Revenue Growth(1)		Operating Income ($mil) (2)		Learner Satisfaction Growth	Performance on Key Goal (3)
	50%		4.8%		$90.0	1 point of improvement in either measure	Range from 0%-100% based on achievement versus key goal
	100%		6.8%		$95.0	1 point of improvement in both measures
	200%		20.0%		$125.0	2 points of improvement in both measures	May only pay above 100% if Capella performs above 100% on financial goals. Achievement above 100% rises commensurate with Capella’s level of achievement above 100% on financial goals

(1) Payout levels range from 0 percent to 200 percent on the revenue growth component of the plan. Performance between minimum and maximum levels would result in prorated payments to plan participants. To receive a payout on the Revenue Growth component, Capella had to achieve revenue growth relative to the prior year. Revenue decline from the prior year would have resulted in no payout on that component.

(2) Payout levels range from 50 percent to 200 percent on the operating income component of the plan. Performance between minimum and maximum levels would result in prorated payments to plan participants. The minimum level to achieve payout on the operating income component of the plan was equal to $90 million. Operating income below that level would have resulted in no payout on that component.

(3) Performance ratings on the key goals component can range from 0 percent to 100 percent. Performance between minimum and maximum levels would result in prorated payments to plan participants. If Capella performs above 100 percent on financial goals, the executives’ bonus opportunity on the individual goal portion of their plan will rise consistent with the firm’s financial performance.

This annual incentive plan has the necessary management controls to limit the amount of operating risk – using operating income with a minimum level of $90 million before payout is possible on that measure, and caps on maximum payouts on all measures. This minimum threshold on operating income is independent of all other incentive measures.

In 2011, for the purposes of calculating achievement of revenue and operating income targets in our annual incentive plan, we achieved $428.1 million in revenue, representing adjusted growth of 0.5 percent from the prior plan year, and $83.6 million in operating income. The Compensation Committee determined to exclude the impact of and costs related to acquisitions made in 2011. Revenue slightly exceeded the minimum for incentive payment, while operating income finished below the threshold for incentive payment. For the learner satisfaction component

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of the annual incentive plan, we achieved one point of improvement in our learner engagement survey and two points of improvement in our end of course evaluation results, aggregating to a combined 150 percent of target payout on the combined learner satisfaction component of the incentive plan. Based on the combined results achieved for each of these plan components, participants earned a maximum of approximately 42 percent of the targeted incentive opportunity in 2011, primarily attributable to learner satisfaction components, which may be adjusted downward by up to ten percentage points, dependent upon achievement of individual goals.

2011 Annual Incentive Plan Individual Goal Results. Performance against the objectives listed below accounted for 10 percent of each executive’s total bonus opportunity. Assessment of performance against these goals for all executive officers was done by the CEO and presented to the Compensation Committee.

The Executive Committee evaluated Mr. Gilligan on financial performance as outlined in the annual operating plan, quality and compliance objectives, strengthening learner results, developing additional organizational change management capabilities, and talent and culture development objectives. As a result of his performance, the Compensation Committee awarded Mr. Gilligan 100 percent of his target bonus potential relating to his individual performance.

Based on Mr. Polacek’s performance and achievements as leader of the Company’s finance group, and his efforts to improve learner affordability and success, Mr. Gilligan recommended that the Compensation Committee award Mr. Polacek 100 percent of his target bonus potential relating to his individual performance objective. The Compensation Committee accepted Mr. Gilligan’s recommendation.

Based on Ms. Chial’s performance and achievements as leader of the Company’s human resources and career services & alumni groups, and her successful execution on specific measureable service goals related to people strategy, Mr. Gilligan recommended that the Compensation Committee award Ms. Chial 100 percent of her target bonus potential relating to her individual performance objective. The Compensation Committee accepted Mr. Gilligan’s recommendation.

Mr. Thom served as General Counsel and as leader of the legal and regulatory groups for Capella. Based on his successful execution of navigating and constructive compliance with a rapidly changing regulatory landscape, Mr. Gilligan recommended that the Compensation Committee award Mr. Thom 70 percent of his target bonus potential relating to his individual performance objective. The Compensation Committee accepted Mr. Gilligan’s recommendation.

Mr. Van de Loo served as our Vice President of Portfolio Strategy, an executive position, until October 6, 2011, when he transitioned to become our Vice President of International Marketing and Development, a non-executive role. His compensation remained the same following the transition, as he was expected to make a similar contribution of effort in his new role. The CEO evaluated Mr. Van de Loo on his execution on branding and media initiatives, expanding and developing new existing and new international markets for higher education. As a result of his performance, Mr. Gilligan recommended and the Compensation Committee approved an award to Mr. Van de Loo of 100 percent of his target bonus potential relating to his individual performance.

Long-Term Incentive Opportunity.

2011 Long-Term Incentive Plan Awards. The Compensation Committee’s 2011 long-term incentive equity grant award levels were consistent with the performance level Capella realized in 2010 taking into account industry weakness in 2011, with variations based on individual performance. Grants ranged from 100 to 120 percent of the executives’ market based target awards, reflective of the experience, knowledge, skills, performance record, and potential executive brings to the position.

The for-profit education sector experienced a significant downturn in financial performance and shareholder returns in 2011, in part as a result of ongoing regulatory uncertainty. Recent weakness in the Company’s stock has resulted in a number of previous equity grants made to our executives to be substantially below the initial grant price, significantly reducing the retention and incentive value of these long-term incentive awards. In light of the Compensation Committee’s interest in recognizing key talent and in providing a significant incentive for key executives to remain with Capella, the Compensation Committee recommended to the Board, which approved one-time special equity awards valued at approximately twenty-five percent of their long-term incentive target to Ms. Chial and Messrs. Thom and Van de Loo, in addition to their annual long-term incentive grant. The Compensation Committee granted 1,365, 1,305 and 1,110 RSUs valued at $68,973, $65,942 and $56,088, respectively to Ms. Chial and Messrs. Thom and Van de Loo. These shares have a three year cliff vesting schedule and were made at the same time as the annual grant in May 2011.

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2012 Variable Pay Plans

2012 Management Incentive Plan. In 2012 Capella applied very similar principles to the design of the annual management incentive plan as we did in 2011.

The level of participation for each executive is based upon the degree to which his or her position impacts overall financial performance of the company, and also on market competitive factors. Target award opportunities are established as a percentage of the executive’s base salary, and ranged from 50 to 100 percent of base salary for 100 percent achievement of targets.

• Financial measures which drive annual bonus earning opportunities are year-over-year revenue growth and the level of operating income. We consider both revenue and operating income, key metrics which are aligned with shareholder interests.

• A component that pays for achievement of quantitatively significant key learner satisfaction improvements has again been included. This is shared by all plan participants.

• A component that pays for significant improvement in learner success, a key strategic initiative for Capella, has been added for all our executive officers, reflecting their policy-making roles on persistence initiatives, and replacing the component tied to key individual goals. We believe replacing many disparate individual goals with a single objective for all our executives will better position Capella for continued success. For the 2012 Management Incentive Plan, learner success will be measured by improvement in new learners persisting in their programs against a baseline cohort of learners from 2011,

All such 2012 plans and goals for our executive officers have been reviewed and approved by the Compensation Committee.

Operating risk is managed in the same way in 2012 as in 2011 with a minimum performance threshold, maximum payout cap and use of multiple metrics.

Awards under this plan are made pursuant to the provisions of the shareholder approved incentive bonus plan.

The Compensation Committee reviewed the design of the annual incentive plan resulting in a change to one component beginning with the 2012 performance year. Because of the importance of progressive learner success to the viability of our business, the Compensation Committee and management felt that every eligible executive should have an individual goal with the same component for 2012. As a result, the individual goal component of the plan will be replaced with a component tied to growth in persistence of selected learner cohorts, reflecting the policy-making role that our executives play on these persistence matters. The Compensation Committee otherwise determined the plan remained appropriate and effective.

2012 Annual Incentive Plan Design: Measures and Weights.

	Weights
Plan Components and Measures	Applicable to all Executive Officers			Applicable to Select Leaders *
Company Financial Measures		70	%		0	%
Operating Income		35	%		0	%
Revenue		35	%		0	%
Shared Learner Satisfaction Objectives		20	%		60	%
University Engagement Survey		10	%		30	%
End of Course Evaluations		10	%		30	%
Key Initiatives/ Objectives – Learner Success		10	%		40	%
Incentive Opportunity for Achieving 100% of All Targets		100	%		100	%

In compliance with recently issued U.S. Department of Education regulations, select non-executive leaders in our enrollment services, financial aid and advising groups who are directly and actively involved in the practical decision making which influences day-to-day activities, and practices with regard to how select positions interact with learners and make decisions as it relates to financial aid, enrollment and re-enrollment practice will be excluded

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from the standard annual incentive plan. That plan bases the payment of incentive compensation on Capella’s revenue, operating income, and learner success, all of which are tied closely to enrollment. Capella will continue to provide incentive compensation as a portion of total compensation for these select leaders, but do so on the basis of other non-financial goals and performance standards, to ensure compliance with the DOE regulations.

Our annual incentive plan’s minimum threshold (the level below which management will earn no bonus) and maximum (the level above which management’s bonus payment remains static), are set consistent with our annual financial plan. Payments to plan participants for performance between minimum and maximum levels will be interpolated. The Compensation Committee believes the payout schedules provide the appropriate rewards for achieving year-over-year growth.

2012 Long-Term Incentive Plan. Following more than a year of extensive discussion and market benchmarking by the executive compensation consultant, the Compensation Committee decided to incorporate a performance cash component into the long-term incentive mix beginning in 2012. The addition of the cash component provides additional diversification to the vehicle mix in the long-term incentive plan, and allows for the use of multi-year financial targets to further incent our executives to achieve multi-year goals critical to the long-term success of our business. Performance will be measured over a three year performance cycle, with goal achievement evaluated at the end of the cycle. The majority of the incentive opportunity in the plan is tied to successful achievement of revenue and return on invested capital (ROIC) goals over the course of the cycle, with the remainder tied to achievement of one or more federal standards of gainful employment as set forth by the U.S. Department of Education in 2011. The portion of the final award value tied to financial performance may be adjusted downward by up to 10 percent and upward by up to 20 percent, based upon Capella’s performance on revenue and ROIC relative to our education sector peer companies over this three year performance period.

Beginning with grants in 2012, the value of our annual long-term incentive grant will be comprised of approximately one-third stock options (with four year pro-rata vesting), one-third time-based restricted stock units (with three year cliff vesting), and one-third long-term performance cash awards with goals measured over and evaluated following a three year performance cycle.

Policies and Practices

Grants of Equity Awards. Capella has a clear and consistent policy for all equity grants which stipulates that no grants shall occur on a date when our insider trading window is closed, which includes the period beginning the sixteenth day of the third month of a quarter, and continuing through the second trading day after a release of the previous quarter’s earnings, in addition to other times throughout the year when we may be aware of material, non-public information.

This policy helps ensure that stock option grants are made at a time when any material information that may affect our stock price has been provided to the market and, therefore, the exercise price or value of the award reflects the fair value of our stock based on all relevant information.

Promotional and other discretionary equity grants may occur at regularly scheduled Compensation Committee meetings throughout the year. The full Board of Directors must approve all equity awards to non-employee directors. In the case of option awards, the exercise price of the option award is set equal to the closing price of our common stock on the date of grant.

Equity Terms and Conditions. Since 2006, the terms of new stock options do not exceed seven years. At that time, we also adopted a practice of issuing nonqualified stock options and discontinued issuing incentive stock options. Vesting schedules for option awards are generally four years, at 25 percent per year. Vesting schedules for awards of RSUs are generally three year cliff vesting. We believe this schedule reinforces performance over the long term, which will ultimately be reflected in the stock price.

In order to attract and retain qualified executive level talent, and to more closely align the terms of our equity agreements with prevailing market practices as indicated by our independent executive compensation consultant, we made several changes to the vesting terms of equity grants made beginning in 2012. Non-qualified stock options were changed from a seven year term to a ten year term to expiration. In the event of retirement, non-qualified stock options will continue to vest on schedule and remain exercisable for the remainder of the term of the option. Previously, vesting ceased on the date of termination following retirement and executives retained the right to exercise vested stock options for up to one year following termination. For our executive officers, the definition of retirement was changed from 65 years of age to a combination of 55 years of age and at least seven years of

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employment service with Capella. For members of our Board of Directors, the definition of retirement was changed from 65 years of age to 55 years of age. Restricted stock units will also continue to vest on schedule in the event of retirement, and all vesting restrictions will lapse in the event of change-in-control, disability, or death. Previously, unvested restricted stock units were cancelled in full at termination in the event of retirement. Also, any unvested restricted stock units were cancelled, with a pro-rata portion paid out as soon as administratively possible following termination due to disability or death.

Stock Ownership Guidelines. In December 2008, our Board of Directors revised the stock ownership guidelines for our officers. The amended guidelines (shown below) clarify the positions covered under the guidelines. The intent of the guidelines is for executive officers to retain the equity awarded by Capella until the applicable retention amount is satisfied, rather than creating an expectation that executives need to make open market purchases to meet the guidelines. Prior to satisfying the guidelines, the only permitted disposition is sale/forfeiture to cover income tax liability associated with option exercises, the lapsing of restrictions on restricted stock awards or the constructive receipt of shares underlying restricted stock units. Compliance is measured at the time of proposed sale transactions using recent trading prices to determine fair market value.

The retention guidelines remain unchanged and are as follows⁽¹⁾:

Position	Company Common Stock Value Equal to:
Chief Executive Officer	Four times annual salary
Chief Operating Officer (2)	Three times annual salary
Senior Vice Presidents	Two times annual salary
Vice Presidents	One times annual salary

(1) These stock ownership guidelines apply to Vice Presidents who have been identified as “officers” for purposes of Section 16 of the Securities Exchange Act of 1934 except for the VP Finance/Controller and those holding an executive officer position on an “acting” or “interim” basis.

(2) No one currently holds the title of Chief Operating Officer.

The stock ownership guidelines can be met through holding shares, in-the-money vested stock options, vested restricted stock or restricted stock units or a combination of these equity types. For executive officers other than the CEO or CFO, exceptions to the guidelines must be approved by the CEO or the CFO and reported to the Compensation Committee. For the CEO or CFO, exceptions must be approved by the Compensation Committee. Lastly, our insider trading policy prohibits executives from engaging in margin loans or otherwise pledging their shares. Largely as a result of recent stock price volatility, each of our executives were determined to be below the ownership guideline threshold at the end of 2011. All sales by our executives in 2011 were made in compliance with the stock ownership guidelines.

Accounting and Tax Impact of Executive Compensation Programs. Section 162(m) of the Internal Revenue Code of 1986, as amended, imposes a $1 million limit on the amount that a public company may deduct for compensation paid to the company’s CEO and CFO or any of the company’s three most highly compensated executive officers, other than the CEO and CFO, who are employed as of the end of the year. This limitation does not apply to compensation that meets the requirements under Section 162(m) for “qualifying performance-based” compensation (i.e., compensation paid only if the individual’s performance meets pre-established objective goals based on performance criteria approved by shareholders).

A portion of our cash-based annual management incentive plan permits payments that constitute “performance-based compensation” which are therefore exempt from the $1 million limit on deductible compensation under Section 162(m). The portion of our long-term incentive awards that is in the form of stock options (66 percent of the value of the long-term incentive award in 2011) would also be exempt from the $1 million limit on deductible compensation under Section 162(m). All other portions of our executive compensation plans are subject to the 162(m) deduction limitation. It is our intent for all incentive compensation paid to our executives in excess of $1 million to be qualified for tax deductibility under section 162(m). No incentive compensation was paid to our executive officers in 2011 in excess of the $1 million threshold for tax deductibility under section 162(m).

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COMPENSATION COMMITTEE REPORT

The Compensation Committee has discussed and reviewed the Compensation Discussion and Analysis with management. Based upon this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

Compensation Committee:

Andrew M. Slavitt, Chair

Michael A. Linton

David W. Smith

Jeffrey W. Taylor

Summary Compensation Table

The following table shows, for (i) our chief executive officer, (ii) our chief financial officer, (iii) the other two executive officers of our company who were serving as such at December 31, 2011, and (iv) a former executive who would otherwise have been one of our three most highly compensated executive officers, collectively referred to as our named executive officers, information concerning compensation earned for services in all capacities during the fiscal years ended December 31, 2011, December 31, 2010 and December 31, 2009.

Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)(1)		Non-Equity Incentive Plan Compensation ($)(2)		All Other Compen- sation ($)(3)		Total ($)
J. Kevin Gilligan		2011		664,250		—		523,491		1,017,909		278,780		10,960		2,495,390
Chief Executive Officer		2010		629,808		—		1,009,835		1,303,797		893,955		10,858		3,848,253
		2009		464,423		20,000		634,161		617,508		600,599		10,506		2,347,197
Steven L. Polacek		2011		406,577		—		243,049		472,628		127,070		10,510		1,259,834
Senior Vice President and		2010		113,846		—		300,085		—		143,776		155		557,862
Chief Financial Officer
Sally B. Chial		2011		321,135		—		181,403		218,818		66,952		10,362		798,670
Senior Vice President –		2010		308,769		—		112,699		287,579		233,116		10,319		952,482
Human Resources		2009		257,739		—		81,936		164,669		130,101		10,220		644,665
Gregory W. Thom		2011		306,577		—		155,632		174,482		59,291		10,336		706,318
Senior Vice President and		2009		261,692		—		56,331		104,976		131,093		10,240		564,332
General Counsel
Jason Van de Loo		2011		265,700		—		149,316		181,156		55,375		10,264		661,811
Vice President –		2010		240,769		—		86,863		222,954		182,571		10,205		743,362
International Marketing and Development (4)

(1) Valuation based on the grant date fair value of the awards granted in each fiscal year, calculated in accordance with ASC Topic 718. See Note 11 to our consolidated financial statements for the year ended December 31, 2011 for a description of the assumptions used in each year presented.

(2) Based on 2011 company performance, incentive awards were paid out at 41.6 percent of target incentive opportunity; for further information, see table under “Grants of Plan Based Awards in 2011” below.

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(3) Represents the value of our matching contribution to the 401(k) plan accounts of the named executive officers, and the premiums we paid for group term life insurance on behalf of the named executive officers. The amounts for 2011 include:

• For Mr. Gilligan, a 401(k) matching contribution to his account of $9,800 and life insurance premiums paid on his behalf in the amount of $1,160.

• For Mr. Polacek, a 401(k) matching contribution to his account of $9,800 and life insurance premiums paid on his behalf in the amount of $710.

• For Ms. Chial, a 401(k) matching contribution to her account of $9,800 and life insurance premiums paid on her behalf in the amount of $562.

• For Mr. Thom, a 401(k) matching contribution to his account of $9,800 and life insurance premiums paid on his behalf in the amount of $536.

• For Mr. Van de Loo, a 401(k) matching contribution to his account of $9,800 and life insurance premiums paid on his behalf in the amount of $464.

(4) Until October 6, 2011, Mr. Van de Loo served as our Vice President-Marketing prior to transitioning to his role as Vice President – International Marketing and Development. Effective February 2, 2012, Mr. Van de Loo left the company.

Grants of Plan-Based Awards in 2011

The following table sets forth certain information concerning plan-based awards granted to the named executive officers during the fiscal year ended December 31, 2011.

			Estimated Possible Payouts Under Non-Equity Incentive Plan Awards						All Other Stock Awards: Number of Shares of		All Other Option Awards: Number of Securities Underlying		Exercise or Base Price of Option		Grant Date Fair Value of Stock and Option
	Grant		Threshold		Target		Maximum		Stock		Options		Awards		Awards
Name	Date		($)(1)		($)(2)		($)(3)		or Units(4)		(#)(5)		($/sh)(6)		($)
J. Kevin Gilligan				332,125		664,250		1,328,500
		5/10/2011								10,360						523,491
		5/10/2011										53,380		50.53		1,017,909
Steven L. Polacek				152,466		304,933		609,866
		5/10/2011								4,810						243,049
		5/10/2011										24,785		50.53		472,628
Sally B. Chial				80,284		160,568		321,135
		5/10/2011								3,590						181,403
		5/10/2011										11,475		50.53		218,818
Gregory W. Thom				76,644		153,289		306,577
		5/10/2011								3,080						155,632
		5/10/2011										9,150		50.53		174,482
Jason Van de Loo				66,425		132,850		265,700
		5/10/2011								2,955						149,316
		5/10/2011										9,500		50.53		181,156

(1) Reflects the minimum cash incentive payout possible under the Management Incentive Plan for 2011, which was 50 percent of target incentive opportunity.

(2) Reflects the target cash incentive payout possible under the Management Incentive Plan for 2011 for achievement of 100 percent of target.

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(3) Reflects the maximum cash incentive payout possible under the Management Incentive Plan for 2011, for achievement in excess of 100 percent of target and up to the maximum, which was 200 percent of target incentive opportunity. Based on actual plan achievement, a payout of 41.6 percent was earned.

(4) Reflects restricted stock units granted under our annual executive grant program. These vest and are settled in the form of common stock on the third anniversary of the date of grant.

(5) Reflects stock options granted under our annual executive grant program. These vest and become exercisable in 25 percent increments on each annual anniversary of the date of grant.

(6) Reflects fair market value on the date of grant.

Determination of Fair Market Value for Option Awards of Common Stock

In determining the exercise price for stock option grant awards, under our 2005 Stock Incentive Plan, options must be granted at an exercise price not less than the fair market value of our common stock on the grant date, determined by reference to the closing price of our common stock on such date. Prior to our initial public offering in November 2006, the valuation used to determine the fair market value of our common stock at each grant date was performed internally and contemporaneously with the issuance of the options. The options expire on the date determined by the Board of Directors but may not extend more than 10 years from the grant date for options granted prior to August 2, 2006. In August 2006, the Board of Directors approved a change to our stock option policy to shorten the contractual term from 10 years to seven years for future grants. In December 2011, our Compensation Committee approved changing the contractual terms back to 10 years for future grants. The options generally become exercisable over a four-year period. Shares subject to options that expire or are cancelled become available for re-issuance under the 2005 Plan. We have also issued stock options under two discontinued plans (the 1993 and 1999 Plans). Stock options issued pursuant to the 1993 and 1999 Plans are still outstanding; however, unexercised options that are canceled upon termination of employment are not available for re-issuance.

Employment Agreement Provisions

The following provisions for individual employment agreements are applicable to understanding the compensation tables.

On January 20, 2009, we entered into an employment agreement with J. Kevin Gilligan, pursuant to which Mr. Gilligan agreed to serve as our Chief Executive Officer. Pursuant to the terms of his employment agreement, Mr. Gilligan received, among other things: (1) an initial annualized base salary of $575,000, (2) an initial annual incentive compensation award targeted at 100 percent of his base salary, and (3) 6,000 shares of restricted stock, subject to a two-year ratable vesting period.

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Outstanding Equity Awards at 2011 Fiscal Year-End

The following table sets forth certain information concerning equity awards outstanding to the named executive officers at December 31, 2011.

Name	Date of Grant		Option Awards									Stock Awards
			Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)		Option Expiration Date			Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)
J. Kevin Gilligan		5/12/2009		15,000		15,000		51.21		5/11/2016	(1)
		5/11/2010		10,088		30,262		89.09		5/10/2017	(1)
		5/10/2011				53,380		50.53		5/9/2018	(1)
		5/12/2009											6,100		219,905	(2)
		5/11/2010											5,725		206,386	(2)
		5/11/2010											5,610		202,241	(3)
		5/10/2011											10,360		373,478	(2)
Steven L. Polacek		5/10/2011				24,785		50.53		5/9/2018	(1)
		12/2/2010											3,544		127,761	(4)
		5/10/2011											4,810		173,401	(2)
Sally B. Chial		8/29/2007		30,000				51.69		8/28/2014	(1)
		5/12/2009		4,000		4,000		51.21		5/11/2016	(1)
		5/11/2010		2,225		6,675		89.09		5/10/2017	(1)
		5/10/2011				11,475		50.53		5/9/2018	(1)
		5/12/2009											1,600		57,680	(2)
		5/11/2010											1,265		45,603	(2)
		5/10/2011											3,590		129,420	(2)
Gregory W. Thom		8/12/2005		1,379				20.00		8/11/2015	(1)
		8/2/2006		1,679				20.00		8/1/2013	(1)
		8/9/2007		3,426				42.65		8/8/2014	(1)
		8/14/2008		4,050		1,350		53.91		8/13/2015	(1)
		5/12/2009		2,550		2,550		51.21		5/11/2016	(1)
		5/11/2010		1,350		4,050		89.09		5/10/2017	(1)
		5/10/2011				9,150		50.53		5/9/2018	(1)
		5/12/2009											1,100		39,655	(2)
		5/11/2010											765		27,578	(2)
		5/10/2011											3,080		111,034	(2)
Jason Van de Loo(5)		10/27/2005		3,500				20.00		10/26/2015	(1)
		8/9/2007		1,407				42.65		8/8/2014	(1)
		5/13/2008		5,625		1,875		66.25		5/12/2015	(1)
		8/14/2008		1,650		550		53.91		8/13/2015	(1)
		5/12/2009		1,000		1,000		51.21		5/11/2016	(1)
		5/11/2010		1,725		5,175		89.09		5/10/2017	(1)
		5/10/2011				9,500		50.53		5/9/2018	(1)
		5/12/2009											500		18,025	(2)
		5/11/2010											975		35,149	(2)
		5/10/2011											2,955		106,528	(2)

(1) Vests and becomes exercisable in 25 percent increments on each yearly anniversary of the date of the grant.

(2) Vests on the third anniversary of the date of grant.

(3) Vests on the fifth anniversary of the date of grant.

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(4) Restricted stock award granted on 12/2/2010 for 5,315 shares vests in 33 percent increments on each yearly anniversary of the date of grant.

(5) In connection with Mr. Van de Loo’s termination of employment in February 2012, his unvested options expired, his unvested restricted stock was forfeited and his vested but unexercised options must be exercised by May 2012.

Option Exercises and Stock Vested in Fiscal Year 2011

The following table sets forth certain information concerning stock option exercises by the named executive officers in 2011.

	Option Awards				Stock Awards
Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise  ($)(1)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)(2)
J. Kevin Gilligan		—		—		3,000		167,940
Steven L. Polacek		—		—		1,771		59,169
Sally B. Chial		—		—		—		—
Gregory W. Thom		—		—		—		—
Jason Van de Loo		—		—		—		—

(1) The value realized on exercise is calculated as the multiple of (A) either (i) the actual sales price of the shares underlying the options exercised if the shares were immediately sold or (ii) the closing price of the shares underlying the options exercised if the shares were held, minus (B) the applicable exercise price of those options.

(2) The value realized at vesting is calculated as the closing price of the shares on the date of vesting.

Potential Payments Upon Termination or Change-in-Control

On September 11, 2007, we established the Capella Education Company Senior Executive Severance Plan, referred to as the Senior Executive Severance Plan, to provide severance pay and other benefits to certain eligible employees. To be eligible for the Senior Executive Severance Plan, the employee must: (1) be designated as a participant in writing by our chief executive officer, (2) be in a select group of management or highly compensated employees within the meaning of the Employee Retirement Income Security Act of 1974, (3) have completed 90 days of service with us from the most recent date of hire, (4) have their employment terminated under certain circumstances, (5) not be a participant in the Executive Severance Plan applicable to certain other employees and (6) execute a release. The release contains non-competition and non-solicitation provisions that apply for a period of 12 months post-termination of employment, and confidentiality provisions that apply indefinitely following termination of employment. As of December 31, 2011, the participants in the Senior Executive Severance Plan included our chief executive officer and chairman of the board of directors and all senior vice president level employees and vice president level employees, including all of the named executive officers in the Summary Compensation Table.

Under the Senior Executive Severance Plan, as amended on December 13, 2007 and August 14, 2008, a qualifying severance event occurs if, unrelated to a change-in-control, there is an involuntary termination other than for cause. A qualifying event also occurs in the event there is a change-in-control, and there is a voluntary termination of employment for good reason or an involuntary termination other than for cause, within 24 months following the change-in-control. Participants who experience a qualifying severance event will be eligible to receive severance benefits, based on their termination event, including severance pay equal to 12 months of base salary (or 24 months, if following a change-in-control), outplacement assistance for up to 12 months, and continuation coverage under certain employee benefit plans for up to 12 months (or up to 18 months, if following a change-in-control), subject to adjustments as provided below. For employee benefit plan continuation, the departed employee must pay the employee portion of applicable premiums during the applicable continuation period, just as he/she would have paid during his/her employment. In situations involving a qualifying termination within 24 months of the change-in-control event, a participant (except the chief executive officer) will also receive payment of 200 percent of any targeted bonus for the year of termination. Severance pay is paid bi-weekly in accordance with our standard payroll practices over the number of months upon which severance pay is based. However, amounts payable during the first six months following the participant’s termination may be limited, as necessary to be an “involuntary separation pay plan” under Internal Revenue Code Section 409A.

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To further comply with Internal Revenue Code Section 409A, if a participant has a qualifying severance event in his/her first calendar year of employment with the company, any amounts otherwise payable to said participant under the Senior Executive Severance Plan during the first six months following termination will be paid by March 15th of the calendar year following the calendar year in which the participant terminated employment.

We have also provided specific severance benefits to certain of our executives under such executives’ employment agreements, which are described below. The Senior Executive Severance Plan provides that any employment agreement that specifically provides for the payment of severance benefits will remain in full force and effect and that any amounts due and payable under the Senior Executive Severance Plan will be reduced or offset by any similar amounts payable due to termination under an employment agreement.

Our Board of Directors, chief executive officer, or any other individual or committee to whom such authority has been delegated may amend or terminate the Senior Executive Severance Plan (the “Plan”). The Plan cannot be amended to reduce benefits or alter Plan terms, except as may be required by law, for a period of 24 months following a change-in-control, as defined in the Plan. In addition, the Plan provides that any amendment to the Plan or termination of the Plan, adopted within six months prior to a change in control will become null and void upon the change-in-control event. The Senior Executive Severance Plan will terminate immediately upon our filing for relief in bankruptcy or on such date as an order for relief in bankruptcy is entered against us.

For purposes of the Senior Executive Severance Plan, certain terms are defined as follows:

• “Cause” means (1) employee’s commission of a crime or other act that could materially damage our reputation; (2) employee’s theft, misappropriation, or embezzlement of our property; (3) employee’s falsification of records maintained by us; (4) employee’s failure substantially to comply with our written policies and procedures as they may be published or revised from time to; (5) employee’s misconduct directed toward learners, employees, or adjunct faculty; or (6) employee’s failure substantially to perform the material duties of employee’s employment, which failure is not cured within 30 days after written notice from us specifying the act of non-performance.

• “Good Reason” means (1) the demotion or reduction of the executive’s job responsibilities upon a Change-in-Control; (2) executive’s total target compensation is decreased by more than 10 percent in a 12 month period; or (3) a reassignment of executive’s principal place of work, without their consent, to a location more than 50 miles from their principal place of work upon a Change-in-Control. To be eligible for benefits, the executive must terminate employment for Good Reason within 24 months after the date of the qualified Change-in-Control. In addition, the executive must have provided written notice to us of the asserted Good Reason not later than 30 days after the occurrence of the event on which Good Reason is based and at least 30 days prior to executive’s proposed termination date. We may take action to cure executive’s stated Good Reason within this 30-day period. If we take action, executive will not be eligible for Plan benefits if the executive voluntarily terminates.

• A “Change-in-Control” shall be deemed to occur if any of the following occur:

(1) Any person or entity acquires or becomes a beneficial owner, directly or indirectly, of securities of Capella representing 35 percent or more of the combined voting power of our then outstanding voting securities, subject to certain exceptions;

(2) A majority of the members of our Board of Directors shall not be continuing directors, for which purpose continuing directors are generally those directors who were members of our board at the time we adopted the Plan and those directors for whose election our Board of Directors solicited proxies or who were elected or appointed by our Board of Directors to fill vacancies caused by death or resignation or to fill newly-created directorships;

(3) Approval by our shareholders of a reorganization, merger or consolidation or a statutory exchange of our outstanding voting securities unless, immediately following such reorganization, merger, consolidation or exchange, all or substantially all of the persons who were the beneficial owners, respectively, of our voting securities and shares immediately prior to such reorganization, merger, consolidation or exchange beneficially own, directly or indirectly, more than 65 percent of, respectively, the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors and the then outstanding shares of common stock, as the case may be, of the corporation resulting from such reorganization, merger, consolidation or exchange in substantially the same proportions as their ownership, immediately prior to such reorganization, merger, consolidation or exchange, of our voting securities and shares, as the case may be; or

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(4) Approval by the shareholders of (x) a complete liquidation or dissolution of our company or (y) the sale or other disposition of all or substantially all of our assets (in one or a series of transactions), other than to a corporation with respect to which, immediately following such sale or other disposition, more than 65 percent of, respectively, the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors and the then outstanding shares of common stock of such corporation is then beneficially owned, directly or indirectly, by all or substantially all of the persons who were the beneficial owners, respectively, of our voting securities and shares immediately prior to such sale or other disposition in substantially the same proportions as their ownership, immediately prior to such sale or other disposition, of our voting securities and shares, as the case may be.

J. Kevin Gilligan Employment Agreement. Under the terms of our employment agreement with Mr. Gilligan, in the event of Mr. Gilligan’s involuntary termination of employment without Cause, as defined in the Senior Executive Severance Plan, the severance payable to Mr. Gilligan shall be not less than an amount equal to three times Mr. Gilligan’s annualized base salary in effect immediately prior to the date of termination of Mr. Gilligan’s employment.

For purposes of the following tables, certain terms, such as “cause,” “good reason,” and “change-in-control” are defined in the Senior Executive Severance Plan as described above, or, if the definition is more favorable to the executive, as such term is defined in any letter agreement between us and the executive, which are also described above.

In the event that an involuntary termination of the employment of a named executive officer other than for cause has occurred (assuming a change-in-control had not occurred) on December 31, 2011, the following amounts would have been paid to each named executive officer:

Name	Base Salary Payment Amount ($)(1)		Target Bonus Compensation Payment Amount ($)		Retention Bonus Payment Amount ($)		Estimated Value of Outplacement Assistance ($)		Value of Insurance Premiums for Health, Dental and Life Insurance Continuation ($)(2)		Total ($)
J. Kevin Gilligan		2,008,500		—		—		25,000		17,117		2,050,617
Steven L. Polacek		409,000		—		—		25,000		16,669		450,669
Sally B. Chial		324,500		—		—		25,000		15,662		365,162
Gregory W. Thom		309,000		—		—		25,000		16,498		350,498
Jason Van de Loo(3)		N/A		N/A		N/A		N/A		N/A		N/A

(1) Equal to 12 months of base salary in effect on December 31, 2011 for all named executive officers, except equal to three times annualized base salary for Mr. Gilligan.

(2) Reflects the employer share of the premiums for our insurance plans for 12 months.

• For Mr. Gilligan, includes medical insurance premiums of $15,105; dental insurance premiums of $863; and life insurance premiums of $1,148.

• For Mr. Polacek, includes medical insurance premiums of $15,105; dental insurance premiums of $863; and life insurance premiums of $701.

• For Ms. Chial, includes medical insurance premiums of $15,105; and life insurance premiums of $557.

• For Mr. Thom, includes medical insurance premiums of $15,105; dental insurance premiums of $863; and life insurance premiums of $530.

(3) Mr. Van de Loo left the company on February 2, 2012.

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If, on December 31, 2011, a named executive officer involuntarily terminated his or her employment within 24 months of a change-in-control for good reason, or if the employment of a named executive officer was involuntarily terminated other than for cause within 24 months of a change-in-control, the following amounts would have been paid to each named executive officer:

Name	Base Salary Payment Amount($)(1)		Target Bonus Compensation Payment Amount($)(2)		Retention Bonus Payment Amount($)		Value of Accelerated Options ($)(3)(4)		Value of Accelerated Awards($)(5)		Estimated Value of Outplacement Assistance($)		Value of Insurance Premiums for Health, Dental and Life Insurance Continuation($)(6)		Total($)
J. Kevin Gilligan		1,339,000		1,339,000		—		—		1,002,010		25,000		25,675		3,730,685
Steven L. Polacek		818,000		613,500		—		—		301,162		25,000		25,004		1,782,666
Sally B. Chial		649,000		324,500		—		—		232,703		25,000		23,493		1,254,696
Gregory W. Thom		618,000		309,000		—		—		178,267		25,000		24,747		1,155,014
Jason Van de Loo(7)		N/A		N/A		N/A		N/A		N/A		N/A		N/A		N/A

(1) Equal to 24 months of base salary in effect on December 31, 2011 for all named executive officers. Amounts would be paid in bi-weekly installments over the term of the severance period (calculated as the number of months during which the participant is entitled to receive base salary), subject to any six month delay in payments to comply with Section 409A.

(2) Equal to two times the target bonus amount for fiscal 2011 for all named executive officers. Amounts would be paid in a lump sum upon termination, subject to any six month delay in payments to comply with Section 409A.

(3) Based on the closing price of our common stock on December 31, 2011, the last trading day of fiscal 2011, of $36.05.

(4) Under the 2005 Stock Incentive Plan, options vest in full if a termination of employment occurs within three years of the change-in-control.

(5) Under the 2005 Stock Incentive Plan, forfeiture provisions on restricted stock cease if a termination of employment occurs within two years of the change-in-control.

(6) Reflects the employer share of the premiums for our insurance plans for 18 months, as follows:

• For Mr. Gilligan, includes medical insurance premiums of $22,658; dental insurance premiums of $1,295; and life insurance premiums of $1,722.

• For Mr. Polacek, includes medical insurance premiums of $22,658; dental insurance premiums of $1,295; and life insurance premiums of $1,051.

• For Ms. Chial, includes medical insurance premiums of $22,658; and life insurance premiums of $835.

• For Mr. Thom, includes medical insurance premiums of $22,658; dental insurance premiums of $1,295; and life insurance premiums of $794.

(7) Mr. Van de Loo left the company on February 2, 2012.

Summary of Other Provisions – Termination of Employment

Disability Termination. Executive officers whose employment terminates due to disability have the following provisions specific to the termination event:

• 70 percent of any unused paid time off balance at the time of termination will be paid out.

• Under the terms of our stock option plans and stock incentive plan, all unvested options immediately vest upon termination, and the employee has up to one year post-termination to exercise options before expiration. If a termination due to disability had occurred on December 31, 2011, the value of the accelerated options for each named executive officer would have been as follows: Mr. Gilligan – $0; Mr. Polacek – $0; Ms. Chial – $0; Mr. Thom – $0; and Mr. Van de Loo – N/A.

• Under the terms of our stock incentive plan and our restricted stock unit (RSU) grant agreements, a pro rata portion of the RSUs vest upon disability, calculated through the date the recipient ceases to be an employee. If a termination due to disability had occurred on December 31, 2011, the value of the accelerated restricted stock awards each named executive officer would have been as follows: Mr. Gilligan – $452,890; Mr. Polacek – $94,777; Ms. Chial – $103,472; Mr. Thom – $73,818; and Mr. Van de Loo – N/A.

• Under the terms of our long-term disability insurance plan, assuming the executive has enrolled, the executive is entitled to receive 60 percent of their regular base salary, up to a maximum of $10,000 a month, for as long as they are classified as disabled by the insurance company. Such amounts will be paid by the insurance company under the terms of our insured plan.

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Retirement. Senior executive officers (which currently includes all executives at or above the vice president level, including each of the named executive officers) whose employment terminates due to retirement have the following provisions specific to the termination event:

• 70 percent of any unused paid time off balance at the time of termination will be paid out.

• Under the terms of our 2005 Stock Incentive Plan, the employee has up to one year post-termination to exercise any vested options which were vested as of the termination date. Under the terms of our 1999 Stock Option Plan, the employee has up to three months post-termination to exercise any options which were vested as of the termination date. Under the terms of our 1993 Stock Option Plan, the employee has up to sixty days post-termination to exercise any options which were vested as of the termination date.

• The executive will be eligible to take a distribution consistent with reaching normal retirement age, and the provisions specified in the 401(k) retirement savings plan, from his or her account balance.

Death.

• Upon death, all stock options issued under the 1999 Stock Option Plan and the 2005 Stock Incentive Plan become immediately exercisable, and remain exercisable for up to one year following the event. If a termination due to death had occurred on December 31, 2011, the value of the accelerated options for each named executive officer would have been as follows: Mr. Gilligan – $0; Mr. Polacek – $0; Ms. Chial – $0; Mr. Thom – $0; and Mr. Van de Loo – N/A.

• Under the terms of our stock incentive plan and our restricted stock unit (RSU) grant agreements, a pro rata portion of the RSUs vest upon death, calculated through the date of death. If a termination due to death had occurred on December 31, 2011, the value of the accelerated restricted stock awards each named executive officer would have been as follows: Mr. Gilligan – $452,890; Mr. Polacek – $94,777; Ms. Chial – $103,472; Mr. Thom – $73,818; and Mr. Van de Loo – N/A.

Director Compensation

The following table shows, for the fiscal year ended December 31, 2011, all compensation that our company paid to our directors.

Name	Fees Earned or Paid in Cash ($) (1)		Stock Awards ($)		Total ($)
Mark N. Greene		50,000		55,078		105,078
Michael A. Linton		54,500		55,078		109,578
Michael L. Lomax		50,000		55,078		105,078
Jody G. Miller		56,000		55,078		111,078
Stephen G. Shank		50,000		55,078		105,078
Andrew M. Slavitt		58,500		55,078		113,578
David W. Smith		60,000		55,078		115,078
Jeffrey W. Taylor		56,000		55,078		111,078
Sandra E. Taylor (2)		25,000		55,078		80,078
Darrell R. Tukua		67,000		55,078		122,078

(1) Fees reflect annual retainer and committee chairperson fees which were paid quarterly. These fees were the only cash compensation paid to any director in 2011.

(2) Ms. Taylor resigned from our Board of Directors on July 18, 2011.

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The following table shows the aggregate number of shares underlying outstanding stock options held by persons who served on our Board during 2011.

Name	Shares Underlying Outstanding  Stock Option Awards (#)		Exercisable (#)		Unexercisable (#)		Shares Underlying Outstanding Stock Awards not Vested (#)
Mark N. Greene		10,000		7,500		2,500		1,850
Michael A. Linton		—		—		—		1,090
Michael L. Lomax		—		—		—		1,090
Jody G. Miller		6,427		6,427		—		3,184
Stephen G. Shank		—		—		—		1,500
Andrew M. Slavitt		11,931		11,931		—		1,850
David W. Smith		1,931		6,931		—		1,850
Jeffrey W. Taylor		1,931		1,931		—		3,184
Sandra E. Taylor		13,927		13,927		—		—
Darrell R. Tukua		5,924		5,924		—		1,850

In 2011, we paid each non-employee an annual cash retainer of $50,000, paid quarterly, for fees associated with board and committee service. Mr. Smith, our lead director, received an additional cash retainer of $10,000, paid quarterly. Mr. Tukua, the chair of the Audit Committee, received $17,000, Mr. Slavitt, the chair of the Compensation Committee, received $8,500, Ms. Miller, the chair of the Governance Committee, received $6,000, and Mr. Taylor, the chair of the Finance Committee, received $6,000, all paid quarterly. In addition, Mr. Linton received $4,500 for his service on two Committees, as well as on our marketing leadership council. Each non-employee director has the option to receive stock options in lieu of cash compensation; in 2011, no directors made this election.

Each non-employee director also received restricted stock units valued at approximately $55,000, which vest ratably over three years.

The Compensation Committee believes that a balance of equity and cash compensation for non-employee directors is the most appropriate way to compensate them for board service. Providing the non-employee director the ability to elect equity in lieu of any or all cash compensation also offers some flexibility to the individual members. Equity compensation also aligns the board member’s interests with the shareholders.

Director Stock Ownership Guidelines

Our Corporate Governance Principles include stock ownership guidelines for our non-employee directors. Under these guidelines, each such director should continue to hold the amount of equity compensation that he or she has been granted by us for service as a director over any of the past five years, excluding any equity compensation that would have been paid in cash but for the director electing to receive equity. Exceptions to this guideline should be authorized in advance by the Governance Committee. As with our executive stock ownership guidelines, we believe that these guidelines for directors promote alignment between the interests of our corporate leadership and our shareholders.

SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information with respect to the beneficial ownership of our common stock as of January 25, 2012 by:

• each persons or entities, including any “group” as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934 (the “Exchange Act”), who is known to own beneficially more than 5 percent of the outstanding shares of our common stock;

• each current director and director nominee;

• each of the named executive officers; and

• all directors and executive officers as a group.

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Beneficial ownership is determined in accordance with the SEC’s rules. In computing percentage ownership of each person, shares of common stock subject to options held by that person that are currently exercisable, or exercisable within 60 days of January 25, 2012, are deemed to be outstanding and beneficially owned by that person. These shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of any other person.

Except as indicated in the notes to this table and pursuant to applicable community property laws, each shareholder named in the table has sole voting and investment power with respect to the shares set forth opposite such shareholder’s name. Percentage of ownership is based on 13,791,762 shares of our common stock outstanding on January 25, 2012. All fractional common share amounts have been rounded to the nearest whole number. The address for each executive officer and director is Capella Education Company, Capella Tower, 225 South 6th Street, 9th Floor, Minneapolis, Minnesota 55402.

Name of Beneficial Owner	Amount and Nature  of Beneficial Ownership		Percent of Common Stock
5% Shareholders (other than Mr. Shank)
BlackRock, Inc. (a)		1,060,459		7.69	%
40 East 52nd Street
New York, NY 10022
Wells Fargo & Company (b)		1,038,522		7.53	%
420 Montgomery Street
San Francisco, CA 94104
The Vanguard Group, Inc. (c)		790,782		5.73	%
100 Vanguard Boulevard
Malvern, PA 19355
Directors and Named Executive Officers
Sally B. Chial (d)		36,225		*
J. Kevin Gilligan (e)		34,607		*
Mark N. Greene (f)		8,405		*
Michael A. Linton (g)		250		*
Michael L. Lomax		—		*
Jody G. Miller (h)		8,248		*
Steven L. Polacek (i)		2,521		*
Stephen G. Shank (j)		1,283,120		9.30	%
Andrew M. Slavitt (k)		12,836		*
David W. Smith (l)		17,251		*
Jeffrey W. Taylor (m)		8,548		*
Gregory W. Thom (n)		15,469		*
Darrell R. Tukua (o)		12,079		*
Jason Van de Loo (p)		15,645		*
All directors and executive officers as a group (14 persons) (q)		1,455,203		10.46	%

* Less than 1%

(a) Based on an amended Schedule 13G/A filed under the Exchange Act on February 13, 2012, reporting beneficial ownership as of December 31, 2011. The securities are beneficially owned by BlackRock, Inc. and related affiliates. BlackRock, Inc. reports having sole voting and sole dispositive power over all 1,060,459 shares.

(b) Based on a Schedule 13G filed under the Exchange Act on January 26, 2012 reporting beneficial ownership as of December 31, 2011. The securities are beneficially owned by Wells Fargo & Company on behalf of itself and its direct and indirect subsidiaries, Wells Capital Management Incorporated, Wells Fargo Funds Management, LLC, Wells Fargo Advisors, LLC, and Wells Fargo Bank, N.A. Wells Fargo & Company reports having sole voting power over 737,854 shares, sole dispositive power over 1,037,168 shares, and shared dispositive power over 250 shares.

(c) Based on a Schedule 13G filed under the Exchange Act on February 9, 2012 reporting beneficial ownership as of December 31, 2011. The securities are beneficially owned by The Vanguard Group, Inc. on behalf of itself and its direct and indirect subsidiaries. The Vanguard Group, Inc. reports having sole voting power and shared dispositive power over 20,586 shares and sole dispositive power over 770,196 shares.

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(d) Consists of 36,225 shares underlying options granted to Ms. Chial that are exercisable within 60 days.

(e) Consists of (1) 9,519 shares held by Mr. Gilligan, and (2) 25,088 shares underlying options granted to Mr. Gilligan that are exercisable within 60 days.

(f) Consists of (1) 905 shares held by Dr. Greene and (2) 7,500 shares underlying options granted to Dr. Greene that are exercisable within 60 days.

(g) Consists of 250 shares held by Mr. Linton.

(h) Consists of (1) 1,821 shares held by Ms. Miller and (2) 6,427 shares underlying options granted to Ms. Miller that are exercisable within 60 days.

(i) Consists of 2,521 shares held by Mr. Polacek.

(j) Consists of (1) 737,182 shares held by the Stephen G. Shank Revocable Trust, of which Mr. Shank is a trustee; (2) 58,203 shares beneficially held by the Stephen G. Shank October 2011 10-Year Grantor Retained Annuity Trust, the trustee of which is Mary Shank Retzlaff, the reporting person’s daughter; (3) 58,203 shares beneficially held by the Judith F. Shank October 2011 10-Year Grantor Retained Annuity Trust, the trustee of which is Susan Shank, the reporting person’s daughter; (4) 58,204 shares beneficially held by the Stephen G. Shank October 2011 7-Year Grantor Retained Annuity Trust, the trustee of which is Mary Shank Retzlaff, the reporting person’s daughter; (5) 58,204 shares beneficially held by the Judith F. Shank October 2011 7-Year Grantor Retained Annuity Trust, the trustee of which is Susan Shank, the reporting person’s daughter; (6) 160,800 shares beneficially held by the Shank Family 2011 Generation Skipping Trust, the trustees of which are Wells Fargo Bank, NA and Judith F. Shank, the reporting person’s spouse; (7) 6,735 shares beneficially held by the Shank Family Foundation, of which Mr. Shank is a trustee; and (8) 145,589 shares held by the Judith F. Shank Revocable Trust, of which Mr. Shank is a trustee. As a result, Mr. Shank has sole voting and sole dispositive power over 737,182 shares and shared voting and shared dispositive power over 545,938 shares.

(k) Consists of (1) 905 shares held by Mr. Slavitt, and (2) 11,931 shares underlying options granted to Mr. Slavitt that are exercisable within 60 days.

(l) Consists of (1) 15,320 shares held by Mr. Smith and (2) 1,931 shares underlying options granted to Mr. Smith that are exercisable within 60 days.

(m) Consists of (1) 6,617 shares held by Mr. Taylor, and (2) 1,931 shares underlying options granted to Mr. Taylor that are exercisable within 60 days.

(n) Consists of (1) 14,434 shares underlying options granted to Mr. Thom that are exercisable within 60 days and (2) 1035 shares held by the Capella Retirement Savings Plan for Mr. Thom’s account.

(o) Consists of (1) 6,155 shares controlled by Mr. Tukua as trustee of the Darrell R. Tukua Revocable Trust and (2) 5,924 shares underlying options controlled by Mr. Tukua as trustee of the Darrell R. Tukua Revocable Trust that are exercisable within 60 days.

(p) Consists of (1) 14,907 shares underlying options granted to Mr. Van de Loo that are exercisable within 60 days and (2) 738 shares held by the Capella Retirement Savings Plan for Mr. Van de Loo’s account.

(q) Includes (1) 126,298 shares underlying options granted to our directors and executive officers that are exercisable within 60 days and (2) 1,772 shares held by the Capella Retirement Savings Plan for the accounts of our executive officers.

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

Related Person Transaction Approval Policy

Our Board of Directors has adopted a written related person transaction approval policy, which sets forth our company’s policies and procedures for the review, approval or ratification of any transaction required to be reported in the Company’s filings with the SEC. Our policy applies to any transaction, arrangement or relationship or any series of similar transactions, arrangements or relationships in which our company (including any subsidiaries) is or will be a participant and in which a related person has a direct or indirect interest, but exempts the following:

• payment of compensation by our company to a related person for the related person’s service to our company as a director, officer or employee;

• transactions available to all employees or all shareholders of our company on the same terms;

• transactions, which when aggregated with the amount of all other transactions between our company and a related person (or any entity in which the related person has an interest), involve less than $120,000 in a fiscal year; and

• transactions in the ordinary course of business at the same prices and on the same terms as are made available to customers of the company generally.

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The Audit Committee of our Board of Directors is to approve any related person transaction subject to this policy before commencement of the related person transaction. If such a transaction is not identified until after it has commenced, it must then be brought to the Audit Committee, which will consider all options, including approval, ratification, amendment, denial, termination or, if the transaction is completed, rescission. The Audit Committee will analyze the following factors, in addition to any other factors the committee deems appropriate, in determining whether to approve or ratify a related person transaction:

• whether the terms are fair to our company;

• whether the transaction is material to our company;

• the role the related person has played in arranging the related person transaction;

• the structure of the related person transaction; and

• the interests of all related persons in the related person transaction.

The Audit Committee may, in its sole discretion, approve or deny any related person transaction. Approval of a related person transaction may be conditioned upon our company and the related person taking any actions that the Audit Committee deems appropriate. The Audit Committee has delegated to its chairperson authority to approve or take any other action with respect to a related person transaction that the committee itself would be authorized to take pursuant to this policy.

Currently and during 2011, our company was not party to any transactions that were determined to be related person transactions.

EQUITY COMPENSATION PLAN INFORMATION

The following table provides information as of December 31, 2011, with respect to shares of our common stock that may be issued under our existing equity compensation plans:

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights			Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans
Equity Compensation Plans Approved by Securityholders		707,193	(1)	$	54.02		1,805,247	(2)
Equity Compensation Plans Not Approved by Securityholders		none			—		none
Total		707,193	(1)	$	54.02		1,805,247	(2)

(1) Includes 614,906 outstanding options to purchase shares of our common stock under the Capella Education Company 2005 Stock Incentive Plan, the Capella Education Company 1999 Stock Option Plan, and the Capella Education Company 1993 Stock Option Plan and 92,287 outstanding RSUs that will be settled with shares of our common stock under the Capella Education Company 2005 Stock Incentive Plan.

(2) Includes 1,355,247 shares available for future issuances under the Capella Education Company 2005 Stock Incentive Plan and 450,000 shares reserved for future issuance under an employee stock purchase plan that we may implement in the future.

36

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the 1934 Act requires that our company’s directors and executive officers file initial reports of ownership and reports of changes in ownership with the SEC. Directors and executive officers are required to furnish our company with copies of all Section 16(a) forms they file. Based solely on a review of the copies of such forms furnished to our company and written representations from our company’s directors and executive officers, all Section 16(a) filing requirements were met for the fiscal year ended December 31, 2011.

ADDITIONAL INFORMATION

Our 2011 Annual Report and our Annual Report on Form 10-K for fiscal year 2011, including financial statements, are being delivered with this proxy statement and are available on the Internet as indicated in the Notice. Shareholders whose shares are held in a brokerage, bank or similar account will receive a Notice Regarding the Availability of Proxy Materials from the organization holding the account. The Notice contains instructions on how to access our proxy materials on the Internet and how to request a paper or e-mail copy of our proxy materials, including our 2011 Annual Report and Annual Report on Form 10-K.

As of the date of this proxy statement, management knows of no matters that will be presented for determination at the meeting other than those referred to herein. If any other matters properly come before the meeting calling for a vote of shareholders, it is intended that the persons named in the proxies solicited by our Board of Directors, in accordance with their best judgment, will vote the shares represented by these proxies.

Shareholders who wish to obtain an additional copy of our Annual Report on Form 10-K, to be filed with the SEC for the fiscal year ended December 31, 2011, may do so without charge by writing to Investor Relations, Capella Education Company, Capella Tower, 225 South 6th Street, 9th Floor, Minneapolis, Minnesota 55402.

By Order of the Board of Directors,

Gregory W. Thom

Secretary

Dated: March 23, 2012

37

*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on May 08, 2012.

	Meeting Information
	Meeting Type: Annual Meeting
CAPELLA EDUCATION CO.	For holders as of: March 12, 2012
	Date:    May 08, 2012	Time: 9:00 AM CDT
	Location:   Capella Tower
	225 South 6th Street
	3rd Floor Business Center   Minneapolis, Minnesota 55402

	You are receiving this communication because you hold shares in the above named company.
	This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).
	We encourage you to access and review all of the important information contained in the proxy materials before voting.
	See the reverse side of this notice to obtain proxy materials and voting instructions.

 Before You Vote  

How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE:

1. Shareholder Letter        2. Notice & Proxy Statement        3. Annual Report

How to View Online:

Have the information that is printed in the box marked by the arrow    (located on the following page) and visit: www.proxyvote.com.

How to Request and Receive a PAPER or E-MAIL Copy:

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

                               1) BY INTERNET:         www.proxyvote.com

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*  If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow    (located on the following page) in the subject line.

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 24, 2012 to facilitate timely delivery.

 How To Vote  

Please Choose One of the Following Voting Methods

    Vote In Person: If you choose to vote these shares in person at the meeting, you must request a “legal proxy.” To do so, please follow the instructions at www.proxyvote.com or request a paper copy of the materials, which will contain the appropriate instructions. Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance.   Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow      available and follow the instructions.   Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a voting instruction form.

Voting Items

	The Board of Directors recommends that you vote FOR the following:
	1.	Election of Directors
		Nominees
	01	J. Kevin Gilligan	02	Mark N. Greene	03	Michael A. Linton	04	Michael L. Lomax	05	Jody G. Miller
	06	Hilary C. Pennington	07	Stephen G. Shank	08	Andrew M. Slavitt	09	David W. Smith	10	Jeffrey W. Taylor
	11	Darrell R. Tukua
	The Board of Directors recommends you vote FOR the following proposal(s):
	2	Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2012.
	3	Advisory vote on the executive compensation of our named executive officers (Say on Pay).
	NOTE: To transact other business that may properly be brought before the meeting.

    Voting Instructions    

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Shareholder Letter, Notice & Proxy Statement, Annual Report is/are available at www.proxyvote.com .

	CAPELLA EDUCATION CO. Annual Meeting of Shareholders May 8, 2012 9:00 AM CT This proxy is solicited by the Board of Directors
	The undersigned, revoking all prior proxies, appoints J. Kevin Gilligan and Gregory W. Thom, or either of them acting alone, as proxies, with full power of substitution, to represent the undersigned and to vote, as indicated on the reverse side and otherwise in their discretion upon such other matters as may properly come before the meeting, all shares of the common stock of Capella Education Company that the undersigned is entitled to vote at the Annual Meeting of Shareholders of the Company to be held at Capella Tower, 225 South 6th Street, 3rd Floor Business Center, Minneapolis, Minnesota 55402 on Tuesday, May 8, 2012 at 9:00 a.m. CT and at any adjournment thereof. The undersigned hereby acknowledges receipt of the Proxy Statement of the Annual Meeting. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations.
	Continued and to be signed on reverse side

CAPELLA EDUCATION CO.

225 SOUTH 6th STREET, 9TH FLOOR

MINNEAPOLIS, MN 55402

VOTE BY INTERNET - www.proxyvote.com

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS

If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

VOTE BY PHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:	KEEP THIS PORTION FOR YOUR RECORDS
	DETACH AND RETURN THIS PORTION ONLY
THIS   PROXY   CARD   IS   VALID   ONLY   WHEN   SIGNED   AND   DATED.

For All

Withhold All

For All     Except

To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.

The Board of Directors recommends you vote FOR the following:

¨

¨

¨

1.

Election of Directors

Nominees

01  J. Kevin Gilligan

02  Mark N. Greene

03  Michael A. Linton

04  Michael L. Lomax

05  Jody G. Miller

06  Hilary C. Pennington

07  Stephen G. Shank

08  Andrew M. Slavitt

09  David W. Smith

10  Jeffrey W. Taylor

11  Darrell R. Tukua

The Board of Directors recommends you vote FOR proposals 2. and 3.

For

Against

Abstain

2

Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2012.

¨

¨

¨

3

Advisory vote on the executive compensation of our named executive officers (Say on Pay).

¨

¨

¨

NOTE: To transact other business that may properly be brought before the meeting.

Yes

No

Please indicate if you plan to attend this meeting

¨

¨

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer.

Signature [PLEASE SIGN WITHIN BOX]

Date

Signature (Joint Owners)

Date