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SEC Filings

DEF 14C
APOLLO EDUCATION GROUP INC filed this Form DEF 14C on 12/29/2014
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period coincident with fiscal year 2016 exceeds the level of the adjusted free cash flow realized by Apollo Global for the base period coincident with fiscal year 2013. For both the base period and the applicable measurement period, Apollo Global’s cash flow from operations will be determined on a consolidated basis with its consolidated subsidiaries for financial reporting purposes. However, the cash flow from operations realized for the base period and the relevant measurement period will be subject to certain adjustments authorized by the Compensation Committee, and the resulting amount will constitute the adjusted free cash flow for the applicable period. Based on the attained performance level, the PSUs will be converted into actual shares of our Class A Common Stock by multiplying the number of PSUs subject to the award by the applicable conversion percentage that will range from 0% for non-attainment to 100% at target level attainment and up to 600% at maximum level attainment or above. There is no threshold number for these PSUs. Mr. Uehlein will vest in one-third of the shares of our Class A Common Stock into which the PSUs are so converted for each fiscal year within the specified service period (our 2014, 2015 and 2016 fiscal years) that Mr. Uehlein remains employed by the Company. The PSUs will vest on an accelerated basis upon certain changes in control or ownership of the Company or Apollo Global. In such event, the PSUs will be converted into actual shares of our Class A Common Stock at a conversion rate not less than 100%. For further information concerning the applicable performance measure for the PSUs and the conversion process based on performance goal attainment, please see the “Compensation Discussion and Analysis” section above.
(15) Represents a performance cash bonus award subject to the same provisions outlined in footnote 14 above, except that the Chief Executive Officer may reduce or eliminate this performance cash bonus in his discretion taking into account such factors as may be deemed appropriate or advisable in sizing the actual bonus amount to be paid to Mr. Uehlein pursuant to this award.
(16) Represents RSUs with a service-vesting condition. Each RSU represents the right to receive one share of our Class A Common Stock following the satisfaction of the applicable service-vesting condition. The RSUs will vest and the underlying shares of our Class A Common Stock will be issued in a series of four successive equal annual installments on August 12, 2015, August 12, 2016, August 12, 2017 and August 12, 2018, respectively, upon Mr. Uehlein’s continued employment with the Company through each such annual vesting date. The unvested portion of Mr. Uehlein’s RSU award will fully vest on an accelerated basis upon certain changes in control or ownership of the Company.


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