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): August 2, 2010 (July 29, 2010)
Grand Canyon Education, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware
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001-34211
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20-3356009 |
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(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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3300 W. Camelback Road
Phoenix, Arizona
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85017 |
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(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:
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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)) |
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 29, 2010, the Board of Directors of Grand Canyon Education, Inc. (the “Company”),
pursuant to Delaware General Corporation Law and the bylaws of the Company, approved and adopted
the Second Amended and Restated Bylaws (the “Amended Bylaws”).
Advance Notice Provisions
Among other items, the Board amended existing provisions providing for advance notice of
stockholder proposals and director nominations (other than proposals properly made in accordance
with Rule 14a-8 under the Securities Exchange Act of 1934, as amended (“Rule 14a-8”)) to modify and
to expand the disclosure stockholders must provide when submitting proposals and to modify the
description of timely notice and to expand the disclosure stockholders must provide when submitting
director nominations for consideration.
Pursuant to the Amended Bylaws, advance notice of stockholder proposals and director
nominations must be received by the Secretary of the Company no earlier than the close of business
on the 120th day prior to the one year anniversary of the preceding year’s annual meeting and no
later than the close of business on the 90th day prior to that date. The notice must include
detailed disclosures regarding the proposing stockholder’s identity, ownership and voting interests
in Company securities and derivative positions held in the Company’s securities as well as
descriptions of all agreements, arrangements and understandings between the proposing stockholder
and other stockholders. For director nominations, the notice also must include detailed disclosures
regarding any arrangements or understandings, material compensation agreements during the past
three years and material relationships between or among the proposing stockholder and the director
nominee or any of their respective affiliates.
Forum for Disputes
The Board added a provision to specify that the Delaware Court of Chancery is the sole forum
for (1) derivative actions on behalf of the Company, (2) claims asserting a breach of fiduciary
duty against the directors or officers of the Company, (3) claims against the Company pursuant to
Delaware law or the company’s organizational documents or (4) claims against the Company governed
by the internal affairs doctrine.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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| Exhibit No. |
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Description |
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3.1
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Second Amended and Restated Bylaws of Grand Canyon Education,
Inc. (as amended through July 29, 2010) |