Item 5.07
Submission of Matters to a Vote of Security Holders.
On May 6, 2016, Apollo Education Group, Inc. (the Company) reconvened a Special Meeting of the holders of Class A common stock and Class
B common stock, originally convened and adjourned on April 28, 2016, at which a quorum was present (the Special Meeting), to consider matters regarding the proposed acquisition by a consortium of investors including The Vistria
Group, LLC, funds affiliated with Apollo Global Management, LLC and the Najafi Companies.
Class A Vote
The two matters listed below were submitted to a vote of the Class A shareholders through the solicitation of proxies. The two proposals are described in
detail in the Companys Definitive Proxy Statement filed with the Securities and Exchange Commission on March 23, 2016, as supplemented by the supplement to the Companys Definitive Proxy Statement filed with the Securities and
Exchange Commission on May 2, 2016. The final results of the vote of the Class A shareholders are as follows:
Proposal 1 To approve
the Agreement and Plan of Merger, dated as of February 7, 2016, as amended by Amendment No. 1, dated as of May 1, 2016 among Apollo Education Group, Inc., AP VIII Queso Holdings, L.P. and Socrates Merger Sub, Inc.
The Class A shareholders approved Proposal 1 as follows:
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For
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Against
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Abstain
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Broker-Non Votes
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57,914,394
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31,909,282
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1,428,255
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0
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Proposal 2 To approve by non-binding, advisory vote, certain compensation arrangements for the Companys named
executive officers in connection with the merger.
The Class A shareholders approved Proposal 2 as follows:
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For
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Against
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Abstain
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Broker-Non Votes
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67,820,645
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21,908,757
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1,522,529
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0
|
Class B Vote
The
three matters listed below were submitted to a vote of the Class B shareholders through the solicitation of proxies. The proposals are described in detail in the Companys Definitive Proxy Statement filed with the Securities and Exchange
Commission on March 23, 2016, as supplemented by the supplement to the Companys Definitive Proxy Statement filed with the Securities and Exchange Commission on May 2, 2016. The final results of the vote of the Class B shareholders
are as follows:
Proposal 1 To approve the Agreement and Plan of Merger, dated as of February 7, 2016, as amended by Amendment No. 1,
dated as of May 1, 2016 among Apollo Education Group, Inc., AP VIII Queso Holdings, L.P. and Socrates Merger Sub, Inc.
The Class B shareholders
approved Proposal 1 as follows:
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For
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Against
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Abstain
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Broker-Non Votes
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475,149
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0
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|
0
|
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0
|
Proposal 2 To approve by non-binding, advisory vote, certain compensation arrangements for the Companys named
executive officers in connection with the merger.
The Class B shareholders approved Proposal 2 as follows:
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For
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Against
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Abstain
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Broker-Non Votes
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475,149
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0
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0
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0
|
Proposal 3To adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if
there are insufficient votes at the time of the Special Meeting to approve the proposal to adopt the Agreement and Plan of Merger, dated as of February 7, 2016, as amended by Amendment No. 1, dated as of May 1, 2016, among Apollo
Education Group, Inc., AP VIII Queso Holdings, L.P. and Socrates Merger Sub, Inc.
The Class B shareholders approved Proposal 3 as follows:
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For
|
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Against
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Abstain
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Broker-Non Votes
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475,149
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0
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0
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0
|
Adjournment of the Special Meeting was not necessary or appropriate because there were sufficient votes at the time of the
Special Meeting to approve the proposal to adopt the Agreement and Plan of Merger, as amended.