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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/13/24 Perdoceo Education Corp. 8-K:5,9 3/07/24 11:609K Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 8-K Current Report HTML 56K
2: EX-10.1 Material Contract HTML 85K
3: EX-10.2 Material Contract HTML 77K
4: EX-10.3 Material Contract HTML 105K
6: R1 Document and Entity Information HTML 46K
8: XML IDEA XML File -- Filing Summary XML 11K
11: XML XBRL Instance -- prdo-20240307_htm XML 15K
7: EXCEL IDEA Workbook of Financial Report Info XLSX 8K
5: EX-101.SCH XBRL Taxonomy Extension Schema With Embedded XSD 135K
Linkbases Document -- prdo-20240307
9: JSON XBRL Instance as JSON Data -- MetaLinks 13± 21K
10: ZIP XBRL Zipped Folder -- 0000950170-24-030204-xbrl Zip 60K
| 8-K |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM i 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): i March 7, 2024
i Perdoceo Education Corporation
(Exact Name of Registrant as Specified in Charter)
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i Delaware |
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i 0-23245 |
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i 36-3932190 |
(State or Other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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i 1750 E. Golf Road, i Schaumburg, i IL |
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i 60173 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: ( i 847) i 781-3600
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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
Title of each class |
Trading symbol(s) |
Name of each exchange on which registered |
i Common Stock, $0.01 par value |
i PRDO |
i Nasdaq Global Select Market |
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 i ☐
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. ☐
Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Annual Incentive Award Program
On March 7, 2024, the Compensation Committee (the “Committee”) of the Board of Directors of Perdoceo Education Corporation (the “Company”) approved the 2024 Annual Incentive Plan (the “2024 AIP”). The 2024 AIP is similar to the Company’s 2023 Annual Incentive Plan (the “2023 AIP”) in all material respects. As with the 2023 AIP, the 2024 AIP will use a company-wide adjusted operating income performance component (80% weighting) and an individual goals performance component (20% weighting) for the most senior level participants, including the Company’s executive officers. Achievement of the target level of performance for the adjusted operating income performance component results in a payout factor of 100%, with achievement of a threshold adjusted operating income performance level required for any payments under the 2024 AIP and a payment cap of 200% of a participant’s AIP target value. In addition, the payout opportunity for the individual goals performance component will also vary based on the level of achievement of the adjusted operating income performance component to further support the achievement of the Company’s business objectives.
The foregoing description is not a complete description of all of the rights and obligations under the 2024 AIP and is qualified in its entirety by reference to the 2024 AIP, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
Other Compensation Matters
On March 7, 2024, the Committee approved compensation arrangements for Ashish Ghia, the Company's Chief Financial Officer. Mr. Ghia's base salary was increased 3.5% to $506,860, effective March 1, 2024.
On March 7, 2024, the Committee approved the following forms of award agreements under the Company's 2016 Incentive Compensation Plan (the "2016 Plan"):
The amount and terms of each award are determined by the Committee in its sole discretion and will be set forth in an individual’s applicable award agreement. The current forms of award agreements were revised to allow for award recipients to accrue dividends (or the equivalent value of any dividends) on any unvested restricted stock unit awards. The remaining terms of the forms of award agreements are substantially consistent with the terms of the existing forms of award agreements under the 2016 Plan. The foregoing description of the award agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the forms attached hereto as Exhibits 10.2 and 10.3.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The exhibits to this Current Report on Form 8-K are listed in the “Exhibit Index” which is contained herein and incorporated herein by reference.
Exhibit Number |
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Description of Exhibit |
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*10.1 *10.2 *10.3 |
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Form of Restricted Stock Unit Agreement under the 2016 Plan (Time-Based) Form of Restricted Stock Unit Agreement under the 2016 Plan (Performance-Based) |
104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Management contract or compensatory plan or arrangement.
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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 hereunto duly authorized.
PERDOCEO EDUCATION CORPORATION |
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By: |
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/s/ Ashish R. Ghia |
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Senior Vice President and Chief Financial |
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Officer |
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Dated: |
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| This ‘8-K’ Filing | Date | Other Filings | ||
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| Filed as of: | 3/13/24 | |||
| Filed on: | 3/12/24 | |||
| For Period end: | 3/7/24 | 4 | ||
| 3/1/24 | ||||
| List all Filings | ||||