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):
|
August 29, 2019
|
|
|
K12 Inc.
|
|
|
|
(Exact name of registrant as specified in its charter)
|
|
|
Delaware
|
|
001-33883
|
|
95-4774688
|
|
(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(I.R.S. Employer
Identification No.)
|
|
2300 Corporate Park Drive, Herndon,
Virginia
|
|
20171
|
|
(Address of principal executive offices)
|
|
(Zip Code)
|
|
Registrant’s telephone number, including area code:
|
|
(703) 483-7000
|
|
|
Not Applicable
|
|
|
|
Former name or former address, if changed since last report
|
|
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
|
Name of each exchange on which registered
|
|
Common Stock, $0.0001 par value
|
LRN
|
New York Stock Exchange (NYSE)
|
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.
|
On August 29, 2019, K12 Inc. (the “Company”) entered into a letter agreement with Nathaniel A. Davis, the Company’s Chief Executive Officer. The letter agreement amends certain provisions of (a) Mr. Davis’ employment
agreement with the Company, dated as of January 27, 2016 (the “Agreement”) and (b) the First Amendment to the Agreement previously entered into between Mr. Davis and the Company on April 20, 2018. In general, the letter agreement provides for (i) an
increase in Mr. Davis’ annual base salary to $935,000, (ii) a one-time award of performance-based restricted stock, valued at $10,000,000 that will vest over three years, subject to the Company’s attainment of free cash flow goals for 2020, 2021 and
2022, and (iii) severance provisions that are consistent with the original terms of the Agreement.
The foregoing description of the letter agreement is qualified in its entirety by the full text of the letter agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
|
Item 9.01.
|
Financial Statements and Exhibits
|
(d) Exhibits.
|
Exhibit No.
|
|
Description
|
|
|
|
|
|
|
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: September 3, 2019
|
By: /s/ Vincent W. Mathis |
|
|
|
Name: Vincent W. Mathis
|
|
|
|
Title: Executive Vice President, General Counsel and Secretary
|
|