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): January 20, 2017 (January 13, 2017)
Grand Canyon Education, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-34211 | 20-3356009 | ||
| (State or other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 3300 W. Camelback Road Phoenix, Arizona |
85017 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (602) 639-7500
(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)) |
| Item 5.02. | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. |
Effective January 13, 2017, Mr. Brent D. Richardson resigned from his position as a member and Chairman of the Board of Directors of Grand Canyon Education, Inc. (the “Company”) in order to focus his attention on other business interests. Mr. Richardson’s decision to resign is not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Effective January 13, 2017, Mr. Bradley A. Casper resigned from his position as a member of the Board of Directors of the Company, including as Chair of the Nominating and Corporate Governance Committee and as a member of the Audit Committee. Mr. Casper, who became Executive Chairman of a Phoenix, Arizona-based advertising agency in 2016, resigned in order to avoid the appearance of any type of conflict of interest that could arise in the future associated with his agency’s potential consideration for advertising and related business engagements with the Company. Mr. Casper’s decision to resign is not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
The Nominating and Corporate Governance Committee intends promptly to launch a search for candidates to fill the two vacancies on the Board of Directors created by the foregoing resignations.
| Item 8.01. | Other Events |
On January 18, 2017, the Board of Directors of the Company appointed Mr. Brian E. Mueller, the President, Chief Executive Officer and a director of the Company, to the position of Chairman of the Board of Directors. In addition, the Board of Directors of the Company made the following changes to its Board committee assignments, effective January 18, 2017. Following such changes in committee assignments, each of the following Board committees have three members, all of whom are independent.
| (i) | Nominating and Corporate Governance Committee. Ms. Sara Dial, an existing member of the Nominating and Corporate Governance Committee, was appointed as Chair of the committee; |
| (ii) | Compensation Committee. Mr. Kevin F. Warren was appointed as a member and Chair of the Compensation Committee, replacing Mr. David J. Johnson on such committee; |
| (iii) | Audit Committee. Mr. Johnson was appointed as a member of the Audit Committee. |
In addition, Ms. Dial was appointed to serve as the Company’s lead independent director, replacing Mr. Johnson in that role.
| Item 9.01. | Consolidated Financial Statements and Exhibits. |
| 99.1 | Press Release dated January 20, 2017. | |
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: January 20, 2017 | By: | /s/ Daniel E. Bachus | ||||
| Daniel E. Bachus | ||||||
| Chief Financial Officer | ||||||
| (Principal Financial and Principal Accounting Officer) | ||||||
Exhibit 99.1
Contact: Bob Romantic, Grand Canyon University | 602-639-7611; [email protected]
MUELLER NAMED CHAIRMAN OF GRAND CANYON EDUCATION BOARD OF DIRECTORS
Dial appointed Lead Independent Director
PHOENIX (Jan. 20, 2017) – Brian Mueller has been named chairman of the Grand Canyon Education, Inc. Board of Directors after a vote of its members, and Sara Dial was appointed its Lead Independent Director.
The moves come after Brent Richardson, who had served as chairman, and Brad Casper, a director, both resigned from the board to pursue other interests.
“We want to thank Brent and Brad for their many years of service to the University,” said Dial, who joined the Board of Directors in 2013. “Their contributions have been significant as Grand Canyon University evolves into a driving force in higher education today.”
To fill the chairman’s role, Dial said the Board of Directors wanted the most qualified person, “and it was clear to everyone on the board that person is Brian Mueller.”
“Brian’s vision and leadership have transformed GCU into a vibrant, comprehensive university with a solid financial model that is having a tremendous impact on higher education in Arizona as well as our inner-city neighborhood,” Dial said. “By making higher education affordable, he is helping students find their purpose every day and also driving a larger movement to create an education-minded community with well-paying jobs, safe neighborhoods, high performing schools and K-12 students encouraged about the prospect of going to college.”
Richardson came to GCU during a difficult point in its history, when the University was $20 million in debt and about to close its doors. He led a group of investors who purchased the University in 2004 to ensure its survival and later hired Mueller to usher in a new era for GCU. He stepped down from the board in order to focus his attention on other education business interests.
Casper, who joined the Board of Directors in 2011, recently was named Executive Chairman of Owens Harkey Advertising agency and resigned from the Board to avoid any type of conflict of interest that could arise in the future associated with his agency’s potential consideration of advertising and related business engagements with the University.
Since becoming president and CEO in 2008, Mueller has transformed GCU into a $2.7 billion market cap company that is one of the fastest-growing universities in the country.
Under Mueller’s leadership, enrollment on GCU’s ground and online campuses has surged to more than 82,000 students with approximately 17,500 of those students attending the physical campus in Phoenix which has tripled in size to nearly 300 acres; the number of academic programs has surpassed 200 across nine colleges, including high-growth fields such as computer science, information technology and engineering; admission standards have been raised, with the average GPA of incoming traditional students now at 3.5; revived its fine arts programs which are now flourishing in the areas of theatre, music and dance and the university has nearly completed its transition to NCAA Division I athletics.
Mueller also has led what will be a greater than $1 billion expansion of campus and technology infrastructure over a 10-year time frame through new technologies, classrooms, laboratories, athletic facilities and student amenities.
These efforts to create the best possible education environment have been accomplished at no additional cost to students or taxpayers in Arizona. By creating a hybrid education model that relies on operational efficiencies and fiscal responsibility on its ground and online campuses, Mueller has been able to freeze tuition on GCU’s Phoenix campus for nine straight years. This helps the University achieve one of its highest priorities – to ensure a high-quality, private, Christian education is affordable to everyone, regardless of their socioeconomic status.
Another emphasis for Mueller has been his five-point plan to revitalize west Phoenix by 1) developing a STEM workforce that attracts businesses to the area, 2) creating new business enterprises and jobs for local residents, 3) providing extensive support to K-12 education, 4) making the surrounding neighborhood safer through a $1 million partnership with the Phoenix Police Department and 5) helping hundreds of homeowners in the community through a first-of-its-kind partnership with Habitat for Humanity.
Dial brings a wealth of knowledge and experience to her new role as Lead Independent Director of the Board of Directors. She is the CEO and president of Sara Dial & Associates, an economic development consulting firm and previously served as the Director of the Arizona Department of Commerce. She is a Director and Compensation Committee Chairman at Mobile Mini Inc. and serves on several nonprofit boards. She was a member of the board of trustees at Seattle Pacific University, and was instrumental in the creation of a statewide economic development organization now known as the Arizona Commerce Authority. She is one of the few females to serve as lead independent director of a public company in Arizona.
There will be no changes to the executive leadership of Grand Canyon University, of which Mueller is president, or the University Board of Trustees, of which Will Gonzalez will continue to serve as chairman.
About Grand Canyon University: Grand Canyon University was founded in 1949 and is Arizona’s premier private Christian university. GCU is regionally accredited and offers more than 200 academic programs for both traditional undergraduate students and working professionals. The University’s curriculum emphasizes interaction with classmates, both in-person and online, and individual attention from instructors while fusing academic rigor with Christian values to help students find their purpose and become skilled, caring professionals. For more information, visit gcu.edu.
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