K12 Inc. (Form: 8-K)  






Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):   December 5, 2013

K12 Inc.
(Exact name of registrant as specified in its charter)

Delaware 001-33883 95-4774688
(State or other jurisdiction
(I.R.S. Employer
of incorporation) File Number) 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))

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The annual meeting of the stockholders of K12 Inc. (the “Company”) was held on December 5, 2013. The Company previously filed with the Securities and Exchange Commission the 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 and/or until their successors are duly elected or appointed. The tabulation of votes is set forth below:

    For   Withheld   Broker Non-Vote
Craig R. Barrett
    32,161,976       116,616       3,745,887  
Guillermo Bron
    32,163,168       115,424       3,745,887  
Adam L. Cohn
    32,162,402       116,190       3,745,887  
Nathaniel A. Davis
    31,854,698       418,894       3,745,887  
John M. Engler
    32,162,653       115,939       3,745,887  
Steven B. Fink
    32,117,845       116,229       3,745,887  
Mary H. Futrell
    30,561,954       1,711,638       3,745,887  
Ronald J. Packard
    32,163,105       115,487       3,745,887  
Jon Q. Reynolds, Jr.
    31,630,777       647,815       3,745,887  
Andrew H. Tisch
    31,002,157       1,276,435       3,745,887  

Proposal 2: Advisory Vote on Executive Compensation

Approved, on an advisory basis (non-binding), the compensation of the Company’s named executive officers as described in the Compensation Discussion and Analysis and the accompanying tables in the proxy statement. There were 17,238,622 votes for the proposal, 15,011,056 votes against the proposal, 28,914 abstentions and 3,745,887 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, 2014 was ratified with 36,014,528 votes for, 2,901 votes against, and 7,050 abstentions.

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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.
December 10, 2013   By:   /s/ Howard D. Polsky
        Name: Howard D. Polsky
        Title: General Counsel and Secretary