UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 12, 2019, the Compensation Committee (the “Committee”) of the Board of Directors of Career Education Corporation (the “Company”) approved annual long-term incentive awards pursuant to the Career Education Corporation 2016 Incentive Compensation Plan. These awards in 2019 to the Company’s “named executive officers” (as such term is defined in Item 402(a)(3) of Regulation S-K) were made in accordance with a target value split between performance-based restricted stock units settled in stock weighted 70% and time-based restricted stock units settled in stock weighted 30%. The terms of these awards are materially consistent with the previously disclosed restricted stock unit form award agreements filed as Exhibits 10.3 and 10.4 to our Current Report on Form 8-K filed on May 27, 2016.
On August 12, 2019, the Committee also granted restricted stock units to certain of the Company’s named executive officers in addition to the regular annual awards received in accordance with the officers’ previously established long-term incentive award target values. Jeffrey Ayers and Ashish Ghia each received 4,000 and Andrew Hurst and John Kline each received 3,000. These additional stock-settled restricted stock unit awards vest in four equal installments on each of September 14, 2020, and March 14, 2021, 2022 and 2023, consistent with the time-based restricted stock units granted as part of the annual long-term incentive awards referred to above, and were made in recognition of the named executive officer’s contributions and efforts related to the development and implementation of the operational aspects of the previously announced settlements with the U.S. Federal Trade Commission (Messrs. Ayers and Ghia) and the state attorneys general (Messrs. Hurst and Kline). Other terms of these additional awards are consistent with the previously disclosed time-based restricted stock unit form award agreement filed as Exhibit 10.3 to our Current Report on Form 8-K filed on May 27, 2016.
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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.
| CAREER EDUCATION CORPORATION | ||
| By: |
/s/ Jeffrey D. Ayers | |
| Jeffrey D. Ayers | ||
| Senior Vice President, General Counsel and Corporate Secretary | ||
Dated: August 16, 2019
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