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): June 13, 2019

 

Grand Canyon Education, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Registrant’s telephone number, including area code: (602) 247-4400

 

 

(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:

 

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

 

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

 

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

 

o 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:

 

 

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  o

 

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. o

 

The total number of shares of common stock outstanding as of June 13, 2019, was 48,353,291.

 

 

 

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

 

On June 13, 2019, Grand Canyon Education, Inc. (the “Company”) held its 2019 Annual Meeting of Stockholders (the “Annual Meeting”).  The total number of shares of the Company’s common stock, par value of $0.01 per share, voted in person or by proxy at the Annual Meeting was 45,581,415, representing approximately 94.5% of the 48,247,361 shares that were outstanding and entitled to vote as of the record date.  The following matters, which were described in the Company definitive Proxy Statement filed with the Securities and Exchange Commission on April 26, 2019, were voted upon at the Annual Meeting, and the number of votes cast for, against or withheld, as well as abstentions and broker non-votes, if applicable, with respect to each such matter is set forth below.

 

1)             The stockholders elected the nominees listed below as Directors of the Company, each to serve until the Company’s 2020 Annual Meeting of Stockholders or until his or her respective successor is elected and qualified or until his or her earlier resignation or removal.

 

Director		For		Against		Abstain		Broker Non Votes
Brian E. Mueller		43,093,506		1,020,369		13,209		1,454,331
Sara R. Dial		43,617,852		507,830		1,852		1,454,331
Jack A. Henry		43,894,095		230,816		2,173		1,454,331
Kevin F. Warren		41,977,359		2,147,647		2,078		1,454,331
David J. Johnson		43,830,600		292,436		4,048		1,454,331

 

2)             The stockholders approved, on an advisory basis, the compensation of our named executive officers.

 

		For		Against		Abstain		Broker Non Votes
Compensation of Officers		41,006,467		2,964,541		156,076		1,454,331

 

3)             The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

		For		Against		Abstain
Ratification of KPMG LLP		45,452,509		126,379		2,527

 

2

 

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, thereunto duly authorized.

 

	GRAND CANYON EDUCATION, INC.
Date: June 18, 2019	By:	/s/ Daniel E. Bachus
		Daniel E. Bachus
		Chief Financial Officer
		(Principal Financial and Principal Accounting Officer)

 

3