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 13, 2013

 

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

 

Corinthian Colleges, Inc. (the “Company”) held its Annual Meeting of Stockholders on November 13, 2013 and there were present in person or by proxy 77,074,050 shares, representing 88% of the total outstanding shares eligible to vote at the Annual Meeting.  At the Annual Meeting, the Company’s stockholders elected eleven directors to the Company’s Board of Directors, approved the amendment and restatement of the Company’s 2003 Performance Award Plan (the “Plan”) (which, among other things, increased the number of shares of the Company’s common stock available for issuance under the Plan by 3,700,000 shares), ratified the appointment of Ernst & Young LLP as the Company’s independent auditors for its fiscal year 2014, and did not approve, by a nonbinding advisory vote, the executive compensation paid by the Company to its named executive officers.

 

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

 

Directors		For		Withheld		Broker Non-Votes
Paul R. St. Pierre		42,965,517		9,104,674		25,003,859
Linda Arey Skladany		41,928,541		10,141,650		25,003,859
Robert Lee		44,555,586		7,514,605		25,003,859
Jack D. Massimino		44,488,530		7,581,661		25,003,859
Alice T. Kane		42,563,468		9,506,723		25,003,859
Terry O. Hartshorn		43,230,678		8,839,513		25,003,859
Timothy J. Sullivan		41,782,978		10,287,213		25,003,859
Sharon P. Robinson		43,641,465		8,428,726		25,003,859
Hank Adler		44,118,906		7,951,285		25,003,859
John M. Dionisio		43,108,284		8,961,907		25,003,859
Marc H. Morial		45,323,741		6,746,450		25,003,859

 

		For		Against		Abstain		Broker Non-Votes
Item No. 2 :  Approval of the amendment and restatement of the Plan, which authorizes the issuance of additional shares under such plan and certain other amendments described in the proxy statement		40,475,513		11,381,464		213,214		25,003,859
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, 2014		75,810,078		559,625		704,347		-0-
Item No. 4 :  Approval, by a nonbinding advisory vote, of executive compensation paid by the Company to its named executive officers		24,974,713		25,487,584		1,607,894		25,003,859

 

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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 14, 2013	/s/  Robert C. Owen
	Robert C. Owen
	Executive Vice President and
	Chief Financial Officer

 

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