Edgar Filing: Bridgepoint Education Inc

Document

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 8, 2018

BRIDGEPOINT EDUCATION, INC.

(Exact name of registrant as specified in its charter)



Delaware	001-34272	59-3551629
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)



8620 Spectrum Center Blvd. San Diego, California		92123
(Address of principal executive offices)		(Zip Code)

(858) 668-2586

(Registrant’s telephone number, including area code)

None

(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 (see General Instruction A.2. below):

☐ 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))

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

On May 8, 2018, Bridgepoint Education, Inc. (the "Company") held its 2018 Annual Meeting of Stockholders (the "Annual Meeting"), at which the Company's stockholders (i) elected Andrew S. Clark, Teresa S. Carroll and Kirsten M. Marriner as Class III directors for a three-year term to expire at the 2021 Annual Meeting of Stockholders, and (ii) ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the year ending December 31, 2018. These proposals are more fully described in the Company's definitive proxy statement for the Annual Meeting filed with the U.S. Securities and Exchange Commission on March 27, 2018. As of March 13, 2018, the record date for the Annual Meeting, there were 27,157,986 shares of the Company's common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, a total of 22,917,642 shares of the Company's common stock were represented in person or by proxy. The final voting results with respect to each matter voted upon at the Annual Meeting were as follows:

Proposal 1 - Election of three Class III directors, Andrew S. Clark, Teresa S. Carroll and Kirsten M. Marriner, for a three-year term to expire at the 2021 Annual Meeting of Stockholders:



Name	Votes For	Votes Withheld	Broker Non-Votes
Andrew S. Clark	19,140,973	662,807	3,113,862
Teresa S. Carroll	19,152,469	651,311	3,113,862
Kirsten M. Marriner	19,152,060	651,720	3,113,862

Proposal 2 - Ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the year ending December 31, 2018:



Votes For	Votes Against	Votes Abstained	Broker Non-Votes
22,895,904	18,282	3,456	3,113,862

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.



Date: May 10, 2018		Bridgepoint Education, Inc.

	By:	/s/ Diane L. Thompson
		Name: Diane L. Thompson
		Title: Executive Vice President, Secretary and General Counsel