UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The annual meeting of the stockholders of K12 Inc. (the “Company”) was held on December 15, 2020. The Company previously filed with the Securities and Exchange Commission a definitive proxy statement and related materials pertaining to this meeting, which describe in detail each of the three proposals submitted to stockholders at the meeting. The final results for the votes regarding each proposal are set forth below.
Proposal 1: Election of Directors
The ten nominees for the Board of Directors were elected to hold office until the next annual meeting of stockholders or until such time as their respective successors are elected and qualified or their earlier resignation, death, or removal from office. The tabulation of votes is set forth below:
| For | Withheld | Broker Non-Vote | ||||||||||
| Aida M. Alvarez | 25,346,514 | 3,453,075 | 3,914,334 | |||||||||
| Craig R. Barrett | 28,670,877 | 128,712 | 3,914,334 | |||||||||
| Guillermo Bron | 28,483,963 | 315,626 | 3,914,334 | |||||||||
| Robert L. Cohen | 28,672,087 | 127,502 | 3,914,334 | |||||||||
| Nathaniel A. Davis | 28,052,221 | 747,368 | 3,914,334 | |||||||||
| John M. Engler | 28,283,274 | 516,315 | 3,914,334 | |||||||||
| Steven B. Fink | 26,659,449 | 2,140,140 | 3,914,334 | |||||||||
| Victoria D. Harker | 21,529,742 | 7,269,847 | 3,914,334 | |||||||||
| Robert E. Knowling, Jr. | 28,206,002 | 593,587 | 3,914,334 | |||||||||
| Liza McFadden | 28,488,853 | 310,736 | 3,914,334 | |||||||||
Proposal 2: Advisory Vote to Approve Named Executive Officer Compensation
The compensation paid to the Company’s named executive officers, as disclosed in the Compensation Discussion and Analysis and the accompanying tables in the proxy statement, was not approved on an advisory basis (non-binding). There were 6,341,863 votes for, 22,362,749 votes against, 94,977 abstentions and 3,914,334 broker non-votes.
Proposal 3: Ratification of Appointment of Independent Auditor
The appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2021 was ratified with 32,338,713 votes for, 278,868 votes against, 96,342 abstentions and no broker non-votes.
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.
| K12 Inc. | ||
| Date: December 15, 2020 | By: | /s/ Vincent W. Mathis |
| Name: | Vincent W. Mathis | |
| Title: | Executive Vice President, General Counsel and Secretary | |