Washington, D.C. 20549


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report
(Date of earliest event reported)

November 6, 2014

(Exact name of registrant as specified in its charter)




(State of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

3005 Highland Parkway

Downers Grove, IL


(Address of principal executive offices)

(Zip Code)

(630) 571-7700
(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)


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 (see General Instruction A.2. below):

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)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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.

Set forth below are the matters acted upon by DeVry Education Group Inc. (“DeVry Group”) shareholders at the Annual Meeting of Shareholders held on November 6, 2014 and the final voting results on each such matter.

The shareholders elected each of the four nominees as Class II Directors to serve until the 2015 Annual Meeting of Shareholders or until their successors are elected and qualified:


Affirmative Votes

Votes Withheld

Broker Non-Votes

Christopher B. Begley 53,454,250 5,036,255 2,640,249
David S. Brown 57,152,374 1,338,131 2,640,249
Fernando Ruiz 57,307,656 1,182,849 2,640,249
Lisa W. Wardell 57,538,866 951,639 2,640,249

The shareholders ratified the appointment of PricewaterhouseCoopers, LLP as the independent registered public accounting firm for DeVry Group for fiscal year 2015:

Affirmative Votes

Votes Against


Broker Non-Votes

60,183,697 941,878 5,179 n/a

The shareholders in an advisory vote approved the compensation of DeVry Group’s named executive officers, as described in the Proxy Statement:

Affirmative Votes

Votes Against


Broker Non-Votes

53,965,662 4,075,920 448,923 2,640,249

Item 7.01.  Regulation FD Disclosure.

On November 6, 2014, DeVry Group issued a press release announcing that its Board of Directors (the “Board) had declared a semi-annual dividend on DeVry Group’s common stock of $0.18 per share, payable on December 26, 2014, to common stockholders of record as of December 5, 2014. Future dividends will be at the discretion of the Board.

The full text of this press release is included in Exhibit 99.1 in this Form 8-K.

Forward Looking Statements

Certain statements contained in this Form 8-K and related press releases, including those that affect DeVry Group’s expectations or plans, may constitute forward-looking statements subject to the Safe Harbor Provision of the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally can be identified by phrases such as DeVry Education Group Inc. or its management “anticipates,” “believes,” “estimates,” “expects,” “forecasts,” “foresees,” “intends,” “plans” or other words or phrases of similar import.

Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause DeVry Group’s actual results to differ materially from those projected or implied by these forward-looking statements.  Additional information regarding factors that could cause results to differ can be found in DeVry Group’s Annual Report on Form 10-K for the fiscal year ended June 30, 2014.

These forward-looking statements are based on information as of November 6, 2014, and DeVry Group assumes no obligation to publicly update or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.

Item 9.01.  Financial Statements and Exhibits.

99.1      Press Release, dated November 6, 2014, announcing semi-annual dividend.


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



November 6, 2014


/s/ Patrick J. Unzicker

Patrick J. Unzicker

Vice President, Finance and Chief Accounting Officer