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):   November 29, 2012

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 stockholders of K12 Inc. (the “Company”) was held on November 29, 2012. The Company previously filed with the Securities and Exchange Commission the proxy statement and related materials pertaining to this meeting, which describe in detail each of the four proposals submitted to stockholders 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 stockholders 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
    19,784,247       10,775,181       2,482,620  
Guillermo Bron
    24,132,036       6,427,392       2,482,620  
Nathaniel A. Davis
    26,943,466       3,615,962       2,482,620  
John M. Engler
    30,477,357       82,071       2,482,620  
Steven B. Fink
    26,928,385       3,631,043       2,482,620  
Mary H. Futrell
    26,945,209       3,614,219       2,482,620  
Ronald J. Packard
    26,945,958       3,613,470       2,482,620  
Jon Q. Reynolds, Jr.
    26,948,394       3,611,034       2,482,620  
Andrew H. Tisch
    24,400,271       6,159,157       2,482,620  

Proposal 2: Advisory Vote on Executive Compensation

Approved, on an advisory basis (non-binding), the compensation of the Company’s named executive officers as described in the Compensation Discussion and Analysis and the accompanying tables in the proxy statement. There were 23,432,653 votes for the proposal, 2,393,826 votes against the proposal, 4,733,218 abstentions and 2,482,620 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, 2013 was ratified with 33,006,622 votes for, 30,155 votes against, and 5,271 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 4, 2012   By:   /s/ Howard D. Polsky
        Name: Howard D. Polsky
        Title: General Counsel and Secretary