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: November 15, 2011

 

CORINTHIAN COLLEGES, INC.

(Exact Name of Registrant as Specified in Charter)

 

 

 

(714) 427-3000

(Registrant’s telephone number, including area code)

 

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))

 

 

 

Item 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(e)           2003 Performance Award Plan

 

The Board of Directors of Corinthian Colleges, Inc. (the “Company”) previously approved, subject to stockholder approval, certain amendments to the Corinthian Colleges, Inc. 2003 Performance Award Plan (the “2003 Plan”).  Among other things, the amended version of the 2003 Plan reflects amendments to the plan to (i) increase the number of shares of the Company’s common stock available for award grants under the 2003 Plan by 4,250,000 shares (so that a maximum of 20,550,000 shares of the Company’s common stock may be issued or delivered pursuant to awards granted under the plan); and (ii) change the plan’s share-counting provisions so that each share issued in respect of restricted stock and certain other “full-value” awards under the plan will count as 1.54 shares issued against the plan’s share limits.  According to the preliminary results from the Company’s annual stockholders meeting held on November 15, 2011 (the “Annual Meeting”), the Company’s stockholders have approved the amendments to the 2003 Plan.

 

A copy of the amended 2003 Plan was previously filed as Appendix A to the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on October 6, 2011.

 

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

 

The Company held its Annual Meeting of Stockholders on November 15, 2011 and there were present in person or by proxy 73,856,438 shares, representing 87.05% of the total outstanding shares eligible to vote at the Annual Meeting.  At the Annual Meeting, the Company’s stockholders elected ten directors to the Company’s Board of Directors, approved the amendment and restatement of the Company’s 2003 Plan as described below, ratified the appointment of Ernst & Young LLP as the Company’s independent auditors for its fiscal year 2012, approved, by a nonbinding advisory vote, the executive compensation paid by the Company to its named executive officers, and recommended, by a nonbinding advisory vote, that the Company hold future nonbinding advisory votes on executive compensation on an annual basis.

 

Item No. 1:  Election of ten directors to serve for one year terms on the Board of Directors

 

Directors		For		Withheld		Broker Non-Votes
Paul R. St. Pierre		36,878,565		11,531,446		25,446,427
Linda Arey Skladany		33,406,732		15,003,279		25,446,427
Robert Lee		47,432,977		977,034		25,446,427
Jack D. Massimino		47,421,205		988,806		25,446,427
Alice T. Kane		47,186,586		1,223,425		25,446,427
Terry O. Hartshorn		47,432,322		977,689		25,446,427
Timothy J. Sullivan		47,263,229		1,146,782		25,446,427
Sharon P. Robinson		47,413,541		996,470		25,446,427
Hank Adler		47,395,995		1,014,016		25,446,427
John M. Dionisio		47,227,246		1,182,765		25,446,427

 

		For		Against		Abstain		Broker Non-Votes
Item No. 2:  Approval of the amendment and restatement of the 2003 Plan, which authorizes the issuance of additional shares under such plan and certain other amendments described above		42,969,842		5,403,375		36,794		25,446,427
Item No. 3:  Ratification of the appointment by the Audit Committee of the Board of Directors of Ernst & Young LLP as the Company’s independent auditors for its fiscal year ending June 30, 2012		73,250,805		547,369		58,264		-0-
Item No. 4:  Approval, by a nonbinding advisory vote, of executive compensation paid by the Company to its named executive officers		44,133,753		2,655,157		1,621,101		25,446,427

 

Item No. 5:  Recommendation, by a nonbinding advisory vote, of the frequency of holding future nonbinding advisory votes on executive compensation

 

1 Year		2 Years		3 Years		Abstain		Broker Non-Votes
44,538,415		963,527		1,229,998		1,678,071		25,446,427

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

	CORINTHIAN COLLEGES, INC.
November 18, 2011	/s/  Stan A. Mortensen
	Stan A. Mortensen
	Executive Vice President and
	General Counsel

 

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