SECURITIES AND EXCHANGE COMMISSION
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 21, 2013|
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
|of incorporation)||File Number)||Identification No.)|
|2300 Corporate Park Drive, Herndon, Virginia||20171|
(Address of principal executive offices)
|Registrants telephone number, including area code:||(703) 483-7000|
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))
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective November 21, 2013, the Board of Directors of K12 Inc. (the Company) amended the Amended and Restated Bylaws of the Company (the Bylaws) to include a new Article XIV Section 1 entitled Exclusive Forum Selection. Article XIV Section 1 designates a state court located within the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware) as the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director or officer or other employee of the Company to the Company or the Companys stockholders, (iii) any action asserting a claim against the Company or any director or officer or other employee of the Corporation arising pursuant to any provision of the Delaware General Corporation Law or the Companys Certificate of Incorporation or Bylaws (as either may be amended from time to time), or (iv) any action asserting a claim against the Company or any director or officer or other employee of the Company governed by the internal affairs doctrine.
The description of the amendment to the Companys bylaws set forth herein is qualified in its entirety by reference to the full text of such amendment, which is filed as an exhibit hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
3.1. Amendment to the Amended and Restated Bylaws of the Company.
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 27, 2013||By:||
/s/ Howard D. Polsky
|Name: Howard D. Polsky|
|Title: Secretary and General Counsel|
|Amendment to the Amended and Restated Bylaws of the Company.|