K12 Inc. (Form: 8-K)  






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

Date of Report (Date of Earliest Event Reported):   December 22, 2010

K12 Inc.
(Exact name of registrant as specified in its charter)

Delaware 001-33883 95-4774688
(State or other jurisdiction
(I.R.S. Employer
of incorporation) File Number) Identification No.)
2300 Corporate Park Drive, Herndon, Virginia   20171
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code:   (703) 483-7000

Not Applicable
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:

[  ]  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))

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The annual meeting of the shareholders of K12 Inc. (the “Company”) was held on December 16, 2010. The Company previously filed with the Securities and Exchange Commission the proxy statement (as amended) and related materials pertaining to this meeting, which describe in detail each of the three proposals submitted to shareholders at the meeting. The final results for the votes regarding each proposal are set forth below.

Proposal 1: Election of Directors

The eight nominees for the Board of Directors were elected to hold office until the next annual meeting of shareholders and/or until their successors are duly elected or appointed. The tabulation of votes is set forth below:

    For   Withheld   Broker Non-Vote
Craig R. Barrett
    25,002,798       26,845       3,201,111  
Guillermo Bron
    24,889,890       139,753       3,201,111  
Nathaniel A. Davis
    24,878,390       151,253       3,201,111  
Steven B. Fink
    24,889,880       139,763       3,201,111  
Mary H. Futrell
    24,883,390       146,253       3,201,111  
Ronald J. Packard
    24,961,996       67,647       3,201,111  
Jane M. Swift
    24,883,390       146,253       3,201,111  
Andrew H. Tisch
    24,789,541       240,102       3,201,111  

Proposal 2: Amendment to 2007 Equity Incentive Plan

The proposal to approve an amendment to the Company’s 2007 Equity Incentive Award Plan was approved by the shareholders with 14,988,227 votes for, 10,032,083 votes against, 9,333 abstentions, and 3,201,111 broker non-votes.

Proposal 3: Ratification of Appointment of Independent Auditor

The appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2011 was ratified with 28,058,237 votes for, 171,184 votes against, and 1,333 abstentions.

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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.

    K12 Inc.
December 22, 2010   By:   /s/ Howard D. Polsky
        Name: Howard D. Polsky
        Title: General Counsel and Secretary