Business Context and Reporting Period
This Form 8-K filing by American Public Education, Inc. reports a corporate governance event occurring on January 23, 2009. The company is incorporated in Delaware and maintains its principal executive offices in Charles Town, West Virginia.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on board composition and director compensation.
Material Changes
- Board Expansion: The Board of Directors increased its size from seven to eight members.
- New Appointment: Timothy Landon was appointed as a director to serve until the 2009 annual meeting of stockholders and until his successor is duly elected.
Compensation and Governance Details
Mr. Landon's appointment includes the following compensatory arrangements consistent with the company's policy for non-employee directors:
- Annual Retainer: $32,250, payable in quarterly installments.
- Stock Election: Directors may elect to receive the retainer in common stock of equivalent value.
- Restricted Stock Grant: An annual grant of restricted stock valued at $36,750 on the date of delivery.
- Indemnification: Mr. Landon entered into the company's standard form of indemnification agreement for executive officers and directors.
Investor Verification Checklist
- Verify the total number of board seats and the composition of the Board following this appointment.
- Confirm the terms of the non-employee director compensation policy referenced in the filing.
- Review the standard indemnification agreement (Exhibit 10.3 to Form S-1) for specific liability protections.
- Monitor the 2009 annual meeting of stockholders for the election of Mr. Landon's successor or re-election.