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SEC Filings

DEF 14C
APOLLO EDUCATION GROUP INC filed this Form DEF 14C on 12/27/2013
Entire Document
 


behalf of the Company against any of its current or former directors, officers or employees. The Special Litigation Committee is also charged with considering and determining whether or not the prosecution of some or all of the claims is in the best interest of the Company and its shareholders, and what actions, if any, to take with respect to them. The claims include claims of wrongdoing regarding certain current and past directors, officers and employees of the Company and demands that the Board undertake an investigation by shareholder Daniel Himmel.
Finance Committee
The Finance Committee, which met three times in fiscal year 2013, reviews and makes recommendations to the Board regarding certain financial matters, including the Company’s cash position, capital structure, financing strategies, dividend policy, insurance program, investment, interest rate and foreign exchange risk management policies, share repurchases, and business transactions. The specific responsibilities of the Finance Committee are set forth in the Finance Committee charter, available on our website at http://www.apollo.edu/investor-relations/governance.
Attendance
During the fiscal year ended August 31, 2013, the Board of Directors met on nine occasions and each incumbent Board member attended at least 80% of the aggregate number of meetings of the Board of Directors and each Committee of the Board on which such Board member served (during the periods that he or she served on the Board or such Committee).
We do not have a formal policy mandating attendance by members of the Board of Directors at our annual shareholders meetings. No independent directors attended the Annual Meeting of the holders of our Class B Common Stock held on January 8, 2013 or the Annual Meeting of the holders of our Class A Common Stock held on January 22, 2013.
Chart of Board and Committee Member Changes
The chart below indicates the current members of the Board of Directors and the five committees of the Board as of December 13, 2013, including changes since August 31, 2012.
Name
 
Board of
Directors
 
Audit
Committee
 
Compensation
Committee
 
Nominating
and
Governance
Committee
 
Special
Litigation
Committee
 
Finance
Committee
Peter V. Sperling
 
C(1)
 
 
 
 
 
 
 
 
 
 
Terri C. Bishop
 
M(2)
 
 
 
 
 
 
 
 
 
 
Gregory W. Cappelli
 
M
 
 
 
 
 
 
 
 
 
 
Matthew Carter, Jr.
 
M(3)
 
M(3)
 
 
 
 
 
 
 
M(3)
Richard H. Dozer
 
M
 
M
 
 
 
 
 
 
 
M(4)
Dr. Roy A. Herberger, Jr.
 
M
 
 
 
C
 
C
 
 
 
 
Dr. Ann Kirschner
 
M
 
 
 
M
 
M
 
 
 
 
Robert S. Murley
 
M
 
C(5)
 
 
 
M
 
C
 
C
Manuel F. Rivelo
 
M
 
M
 
M
 
 
 
M
 
 
Darby E. Shupp
 
M
 
 
 
 
 
 
 
 
 
 
Allen R. Weiss
 
M
 
M
 
 
 
 
 
 
 
M(6)
C    Current Chair
M    Current Member
(1)
Mr. Sperling served as Vice Chair of the Board until December 31, 2012, when he was appointed by the Board to serve as Chairman of the Board.
(2)
Ms. Bishop was appointed by the Board to serve as Vice Chair of the Board, effective December 31, 2012.
(3)
Mr. Carter joined the Board on December 13, 2012 and was appointed to serve on the Audit Committee and the Finance Committee.
(4)
Mr. Dozer was appointed to serve on the Finance Committee on April 2, 2013.
(5)
Mr. Murley was appointed to serve as Chair of the Audit Committee on February 19, 2013.
(6)
Mr. Weiss was appointed to serve on the Finance Committee on December 12, 2013.
Dr. John G. Sperling served as Executive Chairman of the Board during fiscal year 2013 until December 31, 2012, when he retired as Executive Chairman of the Board and as a director. He currently serves as Chairman Emeritus of the Company. K. Sue Redman served as chair of the Audit Committee and as a member of the Finance Committee during fiscal year 2013 until January 8, 2013, when her term expired at the 2013 Annual Meeting of holders of our Class B Common Stock. Margaret Spellings served as a

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