8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 20, 2022

American Public Education, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-33810	01-0724376
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

111 W. Congress Street Charles Town, West Virginia	25414
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 304-724-3700

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	APEI	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As noted in Item 5.07 below, at the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of American Public Education, Inc. (the “Company”), upon recommendation of the Board of Directors of the Company (the “Board”), the Company’s stockholders approved an amendment to the American Public Education, Inc. 2017 Omnibus Incentive Plan, as previously amended (the “2017 Plan”), to increase the number of shares of Company common stock available for issuance thereunder by 1,125,000 and to clarify provisions on vesting in dividends or dividend equivalent rights paid on unvested awards and the determination of fair market value (the “Plan Amendment”).

Descriptions of the 2017 Plan and the Plan Amendment are set forth on pages 73 through 82 of the Company’s definitive proxy statement on Schedule 14A for the Annual Meeting that was filed with the Securities and Exchange Commission on April 1, 2022 (the “Proxy Statement”), and such descriptions are incorporated by reference herein. The descriptions are qualified by reference to the full text of the Plan attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 15, 2017, Amendment Number One thereto attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 18, 2020, and the Plan Amendment attached as Exhibit 10.1 to this Current Report on Form 8-K, each of which is incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Annual Meeting was held on May 20, 2022. As of March 25, 2022, the date of record for determining the stockholders entitled to vote on the proposals presented at the Annual Meeting, there were 18,856,352 shares of Company common stock issued and outstanding and entitled to be voted at the Annual Meeting. The holders of 17,812,304 shares of the Company’s issued and outstanding common stock were represented in person or by proxy at the Annual Meeting, constituting a quorum. The proposals are described in detail in the Proxy Statement. The vote results detailed below represent final results as certified by the inspector of elections.

Proposal No. 1 – Election of Directors.

The Company’s stockholders elected the following persons, who were listed in the Proxy Statement, to the Board to hold office for the term expiring at the Company’s 2023 Annual Meeting of Stockholders, and until each such person’s successor is elected and qualified or until the person’s earlier death, resignation or removal:

	Votes For		Votes Against		Abstentions		Broker Non-Votes
Eric C. Andersen		16,770,402		122,654		286		918,962
Granetta B. Blevins		16,772,771		115,426		5,145		918,962
Anna M. Fabrega		16,772,772		115,425		5,145		918,962
Jean C. Halle		16,390,009		503,207		126		918,962
Barbara L. Kurshan		16,752,862		140,353		127		918,962
Daniel S. Pianko		16,777,714		115,342		286		918,962
William G. Robinson, Jr.		16,771,583		121,472		287		918,962
Angela K. Selden		16,766,385		126,831		126		918,962
Vincent R. Stewart		16,765,383		116,453		11,506		918,962

Proposal No. 2 – Approval of the Plan Amendment.

The Company’s stockholders approved the Plan Amendment. The votes regarding this proposal were as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
	16,105,822		727,762		59,758		918,962

Proposal No. 3 – Advisory Vote on the Compensation of Our Named Executive Officers.

The Company’s stockholders approved, in an advisory (non-binding) vote, the compensation of the Company’s named executive officers. The votes regarding this proposal were as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
	16,672,313		160,334		60,695		918,962

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Proposal No. 4 – Ratification of Appointment of Independent Registered Public Accounting Firm.

The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. The votes regarding this proposal were as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
	17,800,854		11,449		1		-

Item 9.01 Financial Statements and Exhibits.

(d)           Exhibits.

Exhibit
No.	Description
10.1	Amendment Number Two to the American Public Education, Inc. 2017 Omnibus Incentive Plan
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	American Public Education, Inc.
Date: May 24, 2022	By:	/s/ Richard W. Sunderland, Jr.
		Richard W. Sunderland, Jr., Executive Vice President and Chief Financial Officer

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EX-10.1

Exhibit 10.1

AMENDMENT NUMBER TWO TO THE

AMERICAN PUBLIC EDUCATION, INC. 2017 OMNIBUS INCENTIVE PLAN

The American Public Education, Inc. 2017 Omnibus Incentive Plan (the “Plan”) is hereby amended (this “Amendment”) as set forth below by the Board of Directors of American Public Education, Inc. (the “Corporation”), subject to the approval of this Amendment by the stockholders of the Corporation:

1.    Section 4.1, part (i), of the Plan is amended and restated to increase the number of shares available for issuance by one million one hundred twenty five thousand (1,125,000) as follows, with the remainder of Section 4.1 remaining unchanged:

“(i) four million two hundred twenty five thousand (4,225,000) shares of Stock, plus”

2.    Section 2.22, part (a) of the Plan is amended and restated as follows, with the remainder of Section 2.22 remaining unchanged:

“(a) If on such date the shares of Stock are listed on a Stock Exchange, or are publicly traded on another Securities Market, the Fair Market Value of a share of Stock shall be the closing price of the Stock as reported on such Stock Exchange or such Securities Market (provided that, if there is more than one such Stock Exchange or Securities Market, the Committee shall designate the appropriate Stock Exchange or Securities Market for purposes of the Fair Market Value determination). If there is no such reported closing price on such date, the Fair Market Value of a share of Stock shall be the closing price of the Stock on the preceding day on which any sale of Stock shall have been reported on such Stock Exchange or such Securities Market.”

3.     Section 10.4 of the Plan is amended and restated as follows:

“Unless the Committee provides otherwise in an Award Agreement and subject to the restrictions set forth in the Plan, any applicable Company program, and the applicable Award Agreement, holders of Restricted Stock shall have the right to vote such shares of Restricted Stock and the right to receive any dividend payments or distributions declared or paid with respect to such shares of Restricted Stock. The Committee (a) may provide in an Award Agreement evidencing a grant of Restricted Stock that any cash dividend payments or distributions paid on Restricted Stock shall be reinvested in shares of Stock, which shall be subject to the same vesting conditions and restrictions as applicable to such underlying shares of Restricted Stock or (b) shall provide that any dividend payments or distributions declared or paid on shares of Restricted Stock shall only be made or paid upon satisfaction of the vesting conditions and restrictions applicable to such shares of Restricted Stock. For the avoidance of doubt, cash and stock dividends declared or paid on shares of Restricted Stock shall not vest or become payable unless and until the shares of Restricted Stock to which the dividends apply become vested and nonforfeitable. All stock dividend payments or distributions, if any, received by a Grantee with respect to shares of Restricted Stock as a result of any stock split, stock dividend, combination of stock, or other similar transaction shall be subject to the same vesting conditions and restrictions as applicable to such underlying shares of Restricted Stock.”

4.     The Plan shall otherwise be unchanged by this Amendment.

5.     This Amendment is adopted subject to approval by the stockholders of the Corporation at the Corporation’s 2022 Annual Meeting of Stockholders. If the stockholders fail to approve this Amendment at the Annual Meeting, the Plan shall continue in existence in accordance with its terms.

*   *   *

The foregoing Amendment to the Plan was duly adopted and approved by the Board of Directors of the Corporation on March 29, 2022, subject to the approval of the Amendment by the stockholders of the Corporation.

/s/ Thomas A. Beckett

Thomas A. Beckett

Secretary

The foregoing Amendment to the Plan was duly adopted by the stockholders of the Corporation at a meeting held on May 20, 2022.

/s/ Thomas A. Beckett

Thomas A. Beckett

Secretary

XML

Cover	May 20, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 20, 2022
Entity File Number	001-33810
Entity Registrant Name	American Public Education, Inc.
Entity Central Index Key	0001201792
Entity Tax Identification Number	01-0724376
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	111 W. Congress Street
Entity Address, City or Town	Charles Town
Entity Address, State or Province	WV
Entity Address, Postal Zip Code	25414
City Area Code	304
Local Phone Number	724-3700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value per share
Trading Symbol	APEI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false