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 14, 2012

 

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 14, 2012 and there were present in person or by proxy 68,693,070 shares, representing 80.10% 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 Employee Stock Purchase Plan (the “ESPP”) (which. among other things, increased the number of shares of the Company’s common stock available for issuance under the ESPP by 4,000,000 shares), ratified the appointment of Ernst & Young LLP as the Company’s independent auditors for its fiscal year 2013, and approved, by a nonbinding advisory vote, the executive compensation paid by the Company to its named executive officers.

 

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		28,009,048		20,973,910		19,710,112
Linda Arey Skladany		30,498,085		18,484,873		19,710,112
Robert Lee		46,780,552		2,202,406		19,710,112
Jack D. Massimino		46,754,422		2,228,536		19,710,112
Alice T. Kane		46,196,741		2,786,217		19,710,112
Terry O. Hartshorn		46,788,902		2,194,056		19,710,112
Timothy J. Sullivan		46,324,480		2,658,478		19,710,112
Sharon P. Robinson		47,015,108		1,967,850		19,710,112
Hank Adler		46,784,621		2,198,337		19,710,112
John M. Dionisio		46,260,390		2,722,568		19,710,112

 

		For		Against		Abstain		Broker Non-Votes
Item No. 2 :  Approval of the amendment and restatement of the ESPP, which authorizes the issuance of additional shares under such plan and certain other amendments described in the proxy statement		46,428,130		2,432,735		122,093		19,710,112
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, 2013		66,769,513		1,625,956		297,601		-0-
Item No. 4 :  Approval, by a nonbinding advisory vote, of executive compensation paid by the Company to its named executive officers		41,687,476		5,585,596		1,709,886		19,710,112

 

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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 19, 2012	/s/  Robert C. Owen
	Robert C. Owen
	Executive Vice President and
	Chief Financial Officer

 

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