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

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:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

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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 ☐

 

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. ☐

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Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 2, 2020, the Board of Directors (the “Board”) of K12 Inc. (the “Company”) appointed, upon the recommendation of the Nominating and Corporate Governance Committee of the Board, Victoria Harker to serve as a member of the Board effective immediately. The Board also appointed Ms. Harker to serve on the Audit Committee of the Board.  In connection with the appointment, the Board approved, effective immediately, an increase in the size of the Board from nine members to ten members.

There are no arrangements or understandings between Ms. Harker and any other person pursuant to which Ms. Harker was selected as a director of the Company. Ms. Harker will serve as a director of the Company until the next annual meeting of stockholders of the Company and until her successor is elected and qualified or until her earlier resignation, death or removal.

Ms. Harker will be compensated in accordance with the Company’s Amended Non-Employee Directors Compensation Plan (the “Plan”) in effect from time to time.  Based on the Plan, Ms. Harker will receive an annual award of restricted stock equivalent to $145,000 and an annual cash retainer of $70,000 for service as a member of the Board, prorated for the period from the date of appointment to December 31, 2020.

Item 7.01.  Regulation FD Disclosure.

On April 6, 2020, the Company issued a press release announcing the appointment of Ms. Harker to the Board. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press release of K12 Inc. dated April 6, 2020
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

	K12 Inc.
Date:  April 6, 2020	By:	/s/ Vincent W. Mathis
	Name:	Vincent W. Mathis
	Title:	Executive Vice President, General Counsel and Secretary