UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 23, 2011
Learning Tree International, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 0-27248 | 95-3133814 | ||
| (State or other jurisdiction of incorporation) |
Commission file number |
(I.R.S. Employer identification No.) |
| 1805 Library Street, Reston, VA | 20190 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (703) 709-9119
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 |
At our 2011 Annual Meeting of Stockholders held on March 23, 2011, we submitted to our stockholders, for voting, three proposals: (i) the election of three Class I directors to serve for a three-year term expiring at our Annual Meeting of Stockholders to be held in 2014; (ii) an advisory vote on our executive compensation; and (iii) an advisory vote on the frequency of our advisory vote on executive compensation. Detailed descriptions of these proposals are contained in our proxy statement, which was filed with the Securities and Exchange Commission on January 31, 2011. The voting results, as well as the names of the directors who were elected, were as follows:
Proposal 1: Election of Directors
| Directors |
For | Withheld | ||||||||||
| Nicholas R. Schacht |
12,569,180 | 130,336 | ||||||||||
| Howard A. Bain III |
12,584,677 | 114,839 | ||||||||||
| Curtis A. Hessler |
12,629,226 | 70,290 | ||||||||||
Proposal 2: Advisory Vote on Executive Compensation
| For | Abstain | |||||||||||
| 12,608,134 | 87,015 | |||||||||||
Proposal 3: Advisory Vote on the Frequency of an Advisory Vote on Executive Compensation
| For | ||||
| 1 Year | 8,268,974 | |||
| 2 Years | 40,513 | |||
| 3 Years | 4,301,303 | |||
| Abstain | 88,726 | |||
There were no Broker Non-votes.
The terms of office of the following directors continued after our 2011 Annual Meeting of Stockholders:
Class II Directors - term expires in 2012
W. Mathew Juechter
Stefan C. Reisenfeld
Class III Directors - term expires 2013
David C. Collins
Eric R. Garen
George T. Robson
SIGNATURES
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 thereunto duly authorized.
| LEARNING TREE INTERNATIONAL, INC. | ||||||
| Dated: March 28, 2011 | By: | /S/ NICHOLAS R. SCHACHT | ||||
| Nicholas R. Schacht | ||||||
| Chief Executive Officer | ||||||