Definitive Proxy Statement
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
National American University Holdings, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of its
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5301 S. Highway 16, Suite 200
Rapid City, South Dakota 57701
September 27, 2010
Dear Stockholder:
You are cordially invited to attend the 2010 Annual Meeting of Stockholders of National
American University Holdings, Inc. to be held at the Holiday Inn-Rushmore Plaza, 505 North Fifth
Street, Rapid City, South Dakota 57701, Conference rooms A-C, commencing at 9:00 a.m. Mountain Time
on Tuesday, October 26, 2010.
The Notice of Annual Meeting and the proxy statement that follow describe the matters to come
before the Annual Meeting. At the meeting, you will be asked to: (i) elect seven directors to
serve on our Board of Directors and (ii) ratify the appointment of Deloitte & Touche LLP as our
independent registered public accounting firm for the fiscal year ending May 31, 2011. I will also
report on the progress of our business during the past year and respond to stockholders questions.
I hope that you will be able to attend the Annual Meeting. It is important that your shares
be represented at the Annual Meeting. Whether or not you plan to attend the meeting, we urge you
to vote your shares via the toll-free number provided or over the Internet, as described in the
enclosed materials. You may also mark, sign and date the enclosed proxy card and return it in the
envelope provided.
Sincerely,
Ronald L. Shape
Chief Executive Officer and Chief Financial Officer
5301 S. Highway 16, Suite 200
Rapid City, South Dakota 57701
NOTICE OF 2010 ANNUAL MEETING OF STOCKHOLDERS
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Date and Time:
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Tuesday, October 26, 2010, at 9:00 a.m., Mountain Time |
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Place:
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Holiday Inn-Rushmore Plaza, 505 North Fifth Street, Rapid City, South Dakota 57701, Conference rooms A-C |
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Items of Business:
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1. To elect seven directors to serve on our Board of Directors. |
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2. To ratify the appointment of Deloitte & Touche LLP as our independent registered public
accounting firm for the fiscal year ending May 31, 2011. |
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3. To transact such other business as may properly come before the annual meeting or any
postponement or adjournment of the meeting. |
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Record Date:
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You may vote if you were a stockholder of record of National American University Holdings, Inc. as of the close
of business on September 1, 2010. |
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Proxy Voting:
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Your vote is important. Regardless of the number of shares you own and whether or not you plan to attend the
annual meeting in person, we urge you to read the proxy statement and vote using one of the methods listed below: |
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1. Attending the annual meeting and voting in person; |
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2. By visiting the web site at www.proxyvote.com, 24 hours a day, seven
days a week, through 11:59 p.m. Eastern Time (9:59 p.m. Mountain
Time) on October 25, 2010; |
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3. By calling (within the U.S. or Canada) toll-free 1-800-690-6903, 24
hours a day, seven days a week, through 11:59 p.m. Eastern Time
(9:59 p.m. Mountain Time) on October 25, 2010; or |
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4. By marking, dating, signing and returning the proxy card in the
postage-paid envelope included in printed proxy materials. |
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You may revoke your proxy at any time prior to the annual meeting and delivery of your proxy will not affect your
right to vote in person if you attend the meeting. |
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By Order of the Board of Directors |
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Rapid City, South Dakota
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Samuel D. Kerr |
September 27, 2010
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Provost, Secretary and General Counsel |
TABLE OF CONTENTS
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NATIONAL AMERICAN UNIVERSITY HOLDINGS, INC.
5301 S. Highway 16, Suite 200
Rapid City, South Dakota 57701
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERSOCTOBER 26, 2010
GENERAL INFORMATION
This proxy statement is furnished in connection with the solicitation of proxies by the Board
of Directors (the Board) of National American University Holdings, Inc. (the Company, NAUH,
we, us, or our) to be voted at our 2010 Annual Meeting of Stockholders (the Annual Meeting)
to be held on Tuesday, October 26, 2010, at 9.00 a.m. Mountain Time, at the Holiday Inn-Rushmore
Plaza, 505 North Fifth Street, Rapid City, South Dakota 57701, Conference rooms A-C, or at any
postponement or adjournment of the Annual Meeting. We are first making the proxy statement and
form of proxy card available to our stockholders on or about September 27, 2010.
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING
What is the purpose of the Annual Meeting?
At the Annual Meeting, our stockholders will vote on the following items of business. In
addition, management will report on the performance of our business and respond to questions from
stockholders.
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The election of seven directors to the Board, each of whom will hold office until the
next annual meeting of stockholders and until his or her successor is elected and
qualified or until his or her earlier resignation or removal; |
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The ratification of the appointment of Deloitte & Touche LLP as our independent
registered public accounting firm for the fiscal year ending May 31, 2011; and |
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Such other business as may properly come before the Annual Meeting. Presently,
management is not aware of any other business to come before the Annual Meeting. |
Who is entitled to vote at the Annual Meeting?
In order to vote at the Annual Meeting, you must be a stockholder of record of the Company as
of September 1, 2010, the record date for the Annual Meeting. You have one vote for each share of
our common stock you own, and you can vote those shares for each item of business to be addressed
at the Annual Meeting. If your shares are held in street name (that is, through a brokerage
firm, bank or other nominee), you will receive instructions from the stockholder of record that you
must follow in order for your shares to be voted as you choose.
How many shares must be present to hold a valid Annual Meeting?
For us to hold a valid Annual Meeting, we must have a quorum, which means that a majority of
the outstanding shares of our common stock that are entitled to vote are present at the Annual
Meeting. As of the record date, there were 26,369,653 shares of our common stock outstanding and
entitled to vote. There are no other classes of capital stock outstanding. Your shares will be
counted as present at the Annual Meeting if you:
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Vote via the Internet or by telephone; |
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Properly submit a proxy card (even if you do not provide voting instructions); or |
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Attend the Annual Meeting and vote in person. |
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How many votes are required to approve an item of business?
If a quorum is present at the Annual Meeting:
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The election to the Board of each nominee for director requires the affirmative vote of
a plurality of the shares of common stock present in person or by proxy and entitled to
vote at the Annual Meeting; and |
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The ratification of the appointment of Deloitte & Touche LLP as our independent
registered public accounting firm for the fiscal year ending May 31, 2011 requires the
affirmative vote of a majority of the shares of common stock present in person or by proxy
and entitled to vote on the proposal at the Annual Meeting. |
How do I vote my shares if they are held in nominee street name, such as by a brokerage firm,
bank or other nominee?
If on the record date you hold shares of our common stock in an account with a brokerage firm,
bank, or other nominee, then you are a beneficial owner of the shares and hold such shares in
street name. As a beneficial owner, you have the right to direct your broker, bank, or other
nominee on how to vote your shares. The nominee that holds your shares is considered the
stockholder of record for purposes of voting at the Annual Meeting. Because you are not the
stockholder of record, you may not vote your shares in person at the Annual Meeting unless you
bring a proxy from your broker, bank or other nominee to the Annual Meeting.
Whether or not you plan to attend the Annual Meeting, we urge you to vote by following the
voting instructions provided to you by your nominee to ensure that your vote is counted. If you do
not provide voting instructions to your nominee, your nominee will not be permitted to vote your
shares in its discretion on the election of directors but will still be permitted to vote in its
discretion on the ratification of the appointment of Deloitte & Touche LLP as our independent
registered public accounting firm for the current fiscal year. In the past, if you held your
shares in street name and you did not indicate how you wanted your shares voted in the election
of directors, your bank or broker was allowed to vote those shares on your behalf on the election
of directors as they thought appropriate. Recent changes in regulation took away the ability of
your bank or broker to vote your uninstructed shares in the election of directors on a
discretionary basis. Therefore, it is particularly important for street name holders to instruct
their brokers or banks as to how they wish to vote their shares.
How will abstentions and broker non-votes affect the quorum and voting?
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If you withhold your vote on the election of directors or abstain from voting on the
other proposals, you will still be considered present at the Annual Meeting for purposes
of determining a quorum. |
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If you withhold your vote from the election of a director nominee, this will reduce the
number of votes cast for that nominee. |
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If you abstain from voting on a proposal, other than on the election of directors, you
will be deemed to have voted against that proposal. |
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If you do not vote your shares that are held in nominee street name, such as by a
brokerage firm, and your nominee does not have discretionary power to vote your shares on
a particular matter, the failure of the nominee to vote the shares on that matter is
called a broker non-vote. Broker non-votes will be considered present at the Annual
Meeting for purposes of determining a quorum. Broker non-votes, however, will not be
counted in determining the number of shares voted for or against the matter. |
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How do I vote?
If you are a stockholder of record (that is, if your shares are owned directly in your name
and not in street name through a broker), you may vote in any of the following ways:
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By attending the Annual Meeting and voting in person; |
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By voting by proxy over the Internet or calling toll-free (within the U.S. or Canada)
by following the instructions provided in the proxy materials; or |
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By marking, dating, signing and returning the proxy card. |
Even if you plan to attend the Annual Meeting, we recommend that you also submit your proxy so
that your vote will be counted if you later decide not to attend the meeting.
If you wish to vote by Internet or telephone, you must do so before 11:59 p.m. Eastern Time
(9:59 p.m. Mountain Time) on October 25, 2010. After that time, Internet and telephone voting will
not be permitted, and a stockholder wishing to vote, or revoke an earlier proxy, must submit a
signed proxy card or vote in person.
Street name stockholders who wish to vote at the Annual Meeting will need to obtain a proxy
form from the institution that holds their shares of record.
How are my voting instructions carried out?
If you vote by telephone or through the Internet, and the Company receives it in the time
provided above, the persons named as proxies will vote your shares in the manner that you specify.
Proxy cards that are properly executed, duly returned and not revoked, will be voted in the manner
specified. If a proxy card is properly executed but does not specify any or all choices for each
proposal, the proxy will be voted as follows:
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In favor of the election of the seven nominees for director as described in this proxy
statement; |
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In favor of the ratification of the appointment of Deloitte & Touche LLP as our
independent registered public accounting firm for the fiscal year ending May 31, 2011; and |
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In the discretion of the persons named in the proxy, as to such other matters as may be
properly come before the Annual Meeting. |
What if I change my mind after I vote via proxy?
You may revoke your proxy at any time before your shares are voted at the Annual Meeting. If
you are a stockholder of record, you can change your vote by:
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Submitting a later-dated proxy (by mail, Internet or telephone) until 11:59 p.m.
Eastern Time (9:59 p.m. Mountain Time) on October 25, 2010; |
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Voting in person at the Annual Meeting; or |
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Providing written notice revoking your proxy vote to our Corporate Secretary at our
principal office prior to the Annual Meeting. |
If on the record date you held shares of our common stock in an account with a brokerage firm,
bank, or other nominee, then you must instruct the nominee that holds your shares of your desire to
change or revoke your voting instructions.
3
QUESTIONS AND ANSWERS ABOUT PROXY SOLICITATION
How are proxies solicited?
We will request that brokerage firms, banks, other custodians, nominees, fiduciaries and other
representatives of stockholders forward proxy materials and annual reports to the beneficial owners
of our common stock. We may
solicit proxies by mail, in person, by telephone, through electronic transmission and by
facsimile transmission. Our directors, officers and employees will not receive additional
compensation for soliciting stockholder proxies.
Who will pay for the cost of soliciting proxies?
We will pay all of the costs of preparing, printing and distributing proxy materials. We will
reimburse brokerage firms, banks and other representatives of stockholders for reasonable expenses
incurred by them in sending proxy materials and annual reports to the beneficial owners of our
common stock.
ADDITIONAL INFORMATION
Where can I find additional information about National American University Holdings, Inc.?
Our reports on Forms 10-K, 10-Q and 8-K, and other publicly available information should be
consulted for other important information about us. You can also find additional information about
us on our website at www.national.edu.
CHANGE IN CONTROL
On November 23, 2009, a change of control of the Company occurred. The Company, formerly
known as Camden Learning Corporation, was incorporated in the State of Delaware on April 10, 2007.
The Company was a special purpose acquisition company formed to serve as a vehicle for the
acquisition of an operating business. On November 23, 2009, Dlorah, Inc., a South Dakota
corporation (Dlorah), became a wholly-owned subsidiary of the Company (the Transaction),
pursuant to an Agreement and Plan of Reorganization between the Company and Dlorah. Camden
Learning, LLC and its affiliates controlled the Company prior to the Transaction. Robert D.
Buckingham Living Trust, and H. & E. Buckingham Limited Partnership owned 100% of Dlorah prior to
the Transaction. Robert D. Buckingham, the chairman of our Board, is the trustee of Robert D.
Buckingham Living Trust, and is the general partner of H. & E. Buckingham Limited Partnership. In
connection with the Transaction, the stockholders of Dlorah received approximately 77% of the
equity of the Company, and Dlorah was deemed to be the acquirer for accounting purposes. Those
former Dlorah stockholders owned approximately 52.4% of the equity of the Company as of the record
date.
CORPORATE GOVERNANCE
Our Board is elected by our stockholders to oversee our business and affairs. The Board
monitors and evaluates our business performance through regular communication with our chief
executive officer and by holding Board meetings and Board committee meetings.
The Board values effective corporate governance and adherence to high legal and ethical
standards. We have adopted the Code of Business Conduct and Ethics (the Code of Conduct), which
is applicable to our employees, officers and members of our Board. This Code of Conduct is
intended to deter wrongdoing and to promote honest and ethical conduct, full, fair, accurate,
timely and understandable disclosure in reports and documents that we file with, or submit to, the
Securities and Exchange Commission (the SEC), compliance with applicable laws, rules and
regulations, prompt internal reporting of violations of the Code of Conduct, accountability for any
violation of the Code of Conduct, and a culture of compliance and ethics. Our Code of Conduct is
posted on our website at www.national.edu under the Investors link. A paper copy is available to
stockholders free of charge upon request to our Corporate Secretary.
Director Independence
We adhere to the director independence requirements under The NASDAQ Stock Market LLC
(NASDAQ) corporate governance rules. For a director to be considered independent under NASDAQ
rules, the Board must affirmatively determine that a director or director nominee does not have a
relationship that, in the opinion of the Board, would interfere with the exercise of independent
judgment in carrying out the responsibilities of a director. Under these director independence
standards, the Board has determined that each of Dr. Crane, Dr. Reynolds, Dr. Saban, and Mr. Yelick
is independent. The Board based these determinations primarily on a review of the responses
of the directors to questions regarding employment and compensation history, affiliations, and
family and other relationships, and on discussions with our directors.
4
Boards Role in Risk Oversight
Our Board is responsible for oversight of our risks assessment and management process. The
Board executes this oversight responsibility directly and through the standing committees of the
Board. The Board and its committees regularly review and discuss with management our material
strategic, operational, financial, regulatory compliance, and compensation risks.
The audit committee performs a central oversight role with respect to financial and compliance
risks. The audit committee reviews and assesses the qualitative aspects of financial reporting,
process to manage financial and financial reporting risk, and compliance with applicable legal,
ethical and regulatory requirements. The audit committee regularly reports its findings to the
Board. The corporate governance and nominating committee assists the Board in overseeing
managements processes for the assessment and management of our non-financial risks and the steps
that management has taken to monitor and control exposure to such risks. The compensation
committee reviews and discusses with management the impact of our compensation policies and
practices on risk taking within our organization.
Board Leadership Structure
Our Board elects its Chairman and appoints the Companys Chief Executive Officer according to
what it determines is best for the Company and its stockholders at any given time. The offices of
Chairman and Chief Executive Officer are currently held separately, which the Board has determined
is in the best interests of the Company and its stockholders at this particular time. However, the
Board does not believe there should be a fixed rule as to whether the offices of Chairman and Chief
Executive Officer should be vested in the same person or two different people, or whether the
Chairman should be an employee of the Company or should be elected from among the non-employee
directors. The needs of the Company and the individuals available to fulfill these roles may
dictate different outcomes at different times, and the Board believes that retaining flexibility in
these decisions is in the best interest of the Company and its stockholders.
Certain Relationships and Related Transactions
Our Code of Conduct requires our employees to avoid, wherever possible, all related party
transactions that could result in actual or potential conflicts of interest. The employees also
are responsible to disclose to our compliance officer any actual or perceived conflict of interest.
Related party transactions with respect to companies like ours are defined under the SEC rules. A
conflict of interest situation can arise when a person takes actions or has interests that may make
it difficult to perform his or her work objectively and effectively. Conflicts of interest may
also arise if a person, or a member of his or her family, receives improper personal benefits as a
result of his or her position. Related party transactions are not permitted without the prior
consent of our audit committee, or other independent committee of our Board if it is inappropriate
for our audit committee to review such transaction due to a conflict of interest. In approving or
rejecting the proposed transaction, our audit committee will consider the facts and circumstances
available and deemed relevant to the committee, including the risks, costs and benefits to us, the
terms of the transaction, the availability of other sources for comparable services or products
and, if applicable, the impact on a directors independence. Our audit committee will approve only
those agreements and arrangements that, in light of known circumstances, are in, or are not
inconsistent with, our best interests, as our audit committee determines in the good faith exercise
of its discretion. The audit committee and disinterested directors approved the following related
party transactions.
Mr. Robert D. Buckingham, the chairman of our Board, has a son, Michael Buckingham, and a
daughter, Deborah Buckingham, who are employed by the Company, and in the aggregate their
compensation exceeded $120,000 during the fiscal year ended May 31, 2010. Michael Buckinghams
compensation during that period was approximately $124,000, and Deborah Buckinghams compensation
during that period was approximately $54,000.
5
We are a 50% partner in Fairway Hills Section III, a South Dakota limited partnership, with
Mr. Robert D. Buckingham and his four siblings or their estates (Donald Buckingham, Nancy Hauer,
Susan Lein and Linda
Copper), each of whom has a 10% interest in the partnership. Before our transaction with
Dlorah on November 23, 2009, Dlorah made several capital contributions to the partnership, in
various forms, but the individual partners (other than Susan Lein) did not make any capital
contributions to the partnership. As a result, Dlorah had a substantial positive balance in its
capital account in the partnership and each of the individual partners had a negative balance in
his or her partnership capital account. The negative capital account balances of Mr. Buckingham,
Donald Buckinghams Estate, Susan Lein and Linda Copper were all brought back up to $0 at the
closing of our transaction with Dlorah through the payment by such individuals of the amount of the
negative cash balances.
Mr. Robert D. Buckingham guaranteed substantially all of Dlorahs indebtedness for borrowed
money prior to the consummation of our transaction with Dlorah, and he remained personally liable
for substantially all of our indebtedness for borrowed money until we paid off substantially all of
our indebtedness on or about May 28, 2010.
In connection with his resignation as president of Dlorah and the termination of his
employment agreement, effective March 15, 2010, Mr. Robert D. Buckingham received payment from the
Company in the amount of $2,131,900.12 on or about March 30, 2010.
On March 23, 2010, we filed a registration statement on Form S-1 with the SEC for the offer
and sale of up to 7,000,000 shares of our common stock, half of which were owned by H. & E.
Buckingham Limited Partnership and Robert D. Buckingham Living Trust (the Selling Stockholders).
Mr. Buckingham is the general partner of
H. & E. Buckingham Limited Partnership and, in
this capacity, has sole power to direct the vote and disposition of securities held by the limited
partnership. He is also the grantor, beneficiary and sole trustee of the Robert D. Buckingham
Living Trust and is deemed to have sole voting and dispositive power of the securities held by the
trust. The sale of 7,000,000 shares closed on June 1, 2010. We paid the costs associated with
this registration as well as a special dividend of $11,116,000 paid to holders of Class A common
stock and common stock. The special dividend paid on the Class A common stock to the Selling
Stockholders was approximately $10,100,000. We did not receive any proceeds from the sale of the
shares by the Selling Stockholders.
Board Committees and Their Functions
Our Board has established a standing audit committee, compensation committee and corporate
governance and nominating committee.
Audit Committee
The audit committee is responsible, among its other duties and responsibilities, for
overseeing our accounting and financial reporting processes, the audits of our financial
statements, the qualifications of our independent registered public accounting firm and the
performance of our internal audit function and independent registered public accounting firm. The
audit committee reviews and assesses the qualitative aspects of our financial reporting, our
processes to manage business and financial risk and our compliance with significant applicable
legal, ethical and regulatory requirements. The audit committee is directly responsible for the
appointment, compensation, retention and oversight of our independent registered public accounting
firm. The members of our audit committee are Dr. Saban, who serves as chair of the committee, Dr.
Crane and Dr. Reynolds. Our Board has determined that Dr. Saban is an audit committee financial
expert, as that term is defined under the SEC rules implementing Section 407 of the Sarbanes-Oxley
Act of 2002. Each member of our audit committee is independent under the NASDAQ rules and pursuant
to Rule 10A-3 of the Securities Exchange Act of 1934, as amended.
The audit committee held three regular meetings during the fiscal year ended May 31, 2010.
The audit committee has adopted a written charter. The audit committee reviews and assesses
the adequacy of its written charter on an annual basis. A current copy of the audit committee
charter may be found on our website at www.national.edu under the Investors link and is available
in print to any stockholder who requests it from our Corporate Secretary.
6
Compensation Committee
Among its various duties and responsibilities, the compensation committee is responsible for
recommending to the Board the compensation and benefits of our chief executive officer,
establishing the compensation and benefits of our other executive officers, monitoring compensation
arrangements applicable to our chief executive officer and other executive officers in light of
their performance, effectiveness and other relevant considerations and administering our equity
incentive plans. The members of our compensation committee are Dr. Reynolds, who serves as chair
of the committee, Dr. Crane and Mr. Yelick. The composition of our compensation committee meets
the independence requirements of NASDAQ required for approval of the compensation of our chief
executive officer and other executive officers.
The compensation committee believes that our compensation programs are designed with
appropriate balance of risk and reward in relation to our overall objectives and do not create
risks that are reasonably likely to have a material adverse effect on the Companys business. In
this regard, the compensation committee believes that our mix of short- and long-term compensation
elements encourages our management to produce consistent, short-term financial results for the
Company, but also encourages our management to increase long-term stockholder value. In
particular, our annual cash incentive compensation rewards our executive officers for achieving our
short-term financial goals. Our long-term compensation, on the other hand, has an equity-based
component that is intended to ensure that executive officers long-term interests are focused on
increasing stockholder value. Through vesting and other performance measure provisions, our
long-term compensation program is also designed to emphasize the performance measures that our
executive officers need to achieve in order to deliver stockholder value.
The compensation committee held four regular meetings during the fiscal year ended May 31,
2010.
The compensation committee has adopted a written charter. The compensation committee has the
authority to retain outside advisors to assist it in the performance of its duties. A current copy
of the compensation committee charter may be found on our website at www.national.edu under the
Investors link and is available in print to any stockholder who requests it from our Corporate
Secretary.
Corporate Governance and Nominating Committee
The corporate governance and nominating committee is responsible for recommending candidates
for election to the Board. The committee is also responsible for making recommendations to the
Board or otherwise acting with respect to corporate governance policies and practices, including
board size and membership qualifications, new director orientation, committee structure and
membership and succession planning of our chief executive officer and other key executive officers.
While it does not have a specific written policy with regard to the consideration of diversity in
identifying director nominees, the corporate governance and nominating committee does consider
diversity to be an additional desirable characteristic in potential nominees. Although not part of
any formal policy, our goal is a balanced and diverse Board, with members that represent a diverse
mix of skills, perspectives, talents, backgrounds and education that will enhance our decision
making process and represent the interests of all our stockholders. In evaluating candidates,
there are a number of factors that the Board generally views as relevant, including the candidates
professional experience, his or her understanding of the business and regulatory issues affecting
the Company and National American University and his or her integrity and reputation. The members
of our corporate governance and nominating committee are Mr. Yelick, who serves as the chair of the
committee, and Dr. Reynolds. The composition of our corporate governance and nominating committee
meets the independence requirements of NASDAQ required for director nominations.
The corporate governance and nominating committee held no regular meetings during the fiscal
year ended May 31, 2010.
The corporate governance and nominating committee has adopted a written charter. A current
copy of the corporate governance and nominating committee charter may be found on our website at
www.national.edu under the Investors link and is available in print to any stockholder who
requests it from our Corporate Secretary.
7
Board Meetings and Attendance
The Board held five regular meetings and no special meetings during the fiscal year ended
May 31, 2010. Each incumbent director attended, in person or by telephone, at least 75% of the
meetings of both the Board and Board committees on which he or she served.
Director Nomination Process
The corporate governance and nominating committee is responsible for evaluating and
recommending to the full Board candidates for nomination. All director nominees approved by the
Board and all individuals appointed to fill vacancies created between our annual meetings of
stockholders are required to stand for election by our stockholders at the next annual meeting.
When there is an opening on the Board, the corporate governance and nominating committee will
consider candidates who meet the requisite director qualification standards determined by the
committee. When current Board members are considered for nomination for re-election, the corporate
governance and nominating committee also takes into consideration their prior contributions to the
Company as directors and meeting attendance. The corporate governance and nominating committee
will consider qualified candidates for possible nomination that are submitted by our stockholders.
Stockholders may make such a submission by sending the following information to the corporate
governance and nominating committee c/o Corporate Secretary at the address listed below in
Communications with the Board of Directors:
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the name and address of the stockholder who intends to make the nomination; |
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the name and address of the candidate and a brief biographical sketch and resume; |
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the contact information for the candidate and a document evidencing the candidates
willingness to serve as a director if elected; and |
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a signed statement confirming the submitting stockholders current status as a
stockholder and the number of shares currently held. |
The corporate governance and nominating committee will evaluate the submission of a proposed
candidate by a stockholder, based on our specific needs at that time. Based upon a preliminary
assessment of the candidate(s), those who appear best suited to meet our needs may be invited to
participate in a series of interviews, which are used as a further means of evaluating potential
candidates. On the basis of information learned during this process, the corporate governance and
nominating committee will determine whether to recommend a candidate for nomination by the Board
for election as a director at the next annual meeting.
Any stockholders desiring to present a nomination for consideration by the Corporate
Governance and Nominating Committee prior to our 2011 annual meeting must do so no later than June
28, 2011 in order to provide adequate time to duly consider the nominee.
Communications with the Board of Directors
Any stockholder desiring to communicate with our Board, or one or more of our directors, may
send a letter addressed to:
Board of Directors
National American University Holdings, Inc.
Attention: Corporate Secretary
5301 S. Highway 16, Suite 200
Rapid City, South Dakota 57701
Our Corporate Secretary will forward communications received to the chair of the corporate
governance and nominating committee or to any individual director or directors to whom the
communication is directed, unless the communication is unduly hostile, threatening, illegal, does
not reasonably relate to us or our business, or is similarly inappropriate.
8
PROPOSAL NUMBER 1ELECTION OF DIRECTORS
General Information
Our Bylaws provide that the number of directors shall be fixed from time to time by the Board,
not to exceed nine directors. The Board has currently fixed the number of directors at seven. Our
Bylaws also provide that each director shall be elected each year by the stockholders at the annual
meeting of stockholders, to hold office for a term of one year and until a successor is elected and
qualified.
A majority of our directors qualify as independent directors under NASDAQ rules.
You may vote for all, some or none of the nominees to be elected to the Board. You may not
vote for more individuals than the number nominated, however. The affirmative vote of a plurality
of the shares of our common stock present in person or by proxy and entitled to vote at the Annual
Meeting is necessary to elect each director nominee. We have no reason to expect that any of the
nominees will fail to be a candidate at the Annual Meeting and, therefore, do not have in mind any
substitute or substitutes for any of the nominees. If any of the nominees should be unable to
serve as a director (which event is not anticipated), proxies will be voted for a substitute
nominee or nominees in accordance with the best judgment of the person or persons acting under the
proxies. All of the nominees are currently members of the Board and there are no family
relationships among the nominees.
IF YOU RETURN A PROXY CARD THAT IS PROPERLY SIGNED BUT YOU HAVE NOT MARKED YOUR VOTE, THAT PROXY
WILL BE VOTED TO ELECT ALL OF THE NOMINEES.
Board Voting Recommendation
Management and the Board recommend that stockholders vote FOR the re-election of each of the
seven nominees listed below to constitute our Board.
Nominees and Directors
Robert D. Buckingham, 74, became chairman of our Board as of the closing of our transaction
with Dlorah (November 23, 2009). Mr. Buckingham has served as president of Dlorah since 1986 and
chairman of the board of directors of Dlorah as well as chairman of the board of governors of
National American University (NAU) since 1991. He is a member of the board of directors of the
Rapid City Defense Housing Corporation, which owns and leases the Dakota Ridge housing to Air Force
personnel. From 1960 to 1981 he worked in various executive and management positions in
transportation and real estate development organizations. Mr. Buckingham has a B.S. in Business
Management from the University of Colorado. Mr. Buckingham is the father of Michael Buckingham,
who is the president of our real estate operations.
Mr. Buckinghams prior substantial experience as president and chairman of the board of
directors of Dlorah enables him to bring significant experience to the Board relating to industry
experience, depth of knowledge and familiarity with the Company with unique insights into the
Companys challenges, opportunities and operations.
Dr. Jerry L. Gallentine, 69, joined our Board and was appointed as our president as of the
closing of our transaction with Dlorah (November 23, 2009). Dr. Gallentine has served as
university president of NAU since 1993 and was the chief executive officer of NAU from 1993 until
April 2009. Dr. Gallentine also currently serves on the board of directors of Salem International
University. Dr. Gallentine has over 44 years of experience in the education industry. He served
as president of Western New Mexico University from 1990 to 1993 and was president of Peru State
College in Nebraska from 1982 to 1990. From 1979 to 1982, Dr. Gallentine was president at Labette
Community College in Parsons, Kansas. He was an assistant professor of biology at Midland Lutheran
College in Fremont, Nebraska, from 1965 through 1968. Dr. Gallentine has served in many
educational and cultural leadership roles, including past president of the board of directors of
the Nebraska Educational Television Council for Higher Education, past chairman of the Council of
Presidents of the Nebraska State College System, member of the board of directors of the Nebraska
Humanities Council and founding member of the Nebraska Foundation for the Humanities. Dr.
Gallentine has a B.S. from Fort Hays (Kansas) State University, and a M.Ed., M.S. and Ph.D. from
the University of Toledo.
9
Dr. Gallentines experience as university president and chief executive officer of NAU brings
significant expertise, skills and experience to the Board with respect to leadership, business
operations and industry knowledge.
Dr. Therese Kreig Crane, 60, rejoined our Board in January 2010. She was previously a member
of our Board from November, 2007 until November 23, 2009, when she resigned in connection with the
closing of the Dlorah transaction. Since August 2003, she has operated Crane Associates, an
educational technology consulting practice, advising educational technology companies in business
strategy, marketing and sales. Dr. Crane has been a consultant for e-Luminate Group, an education
consulting firm, since 2003 and currently serves as its senior education advisor. She currently
serves in various leadership capacities within the education industry, including as a trustee for
the National Education Association Foundation and for the Western Governors University, as chairman
of the board of directors of Nobel Learning Communities Inc. and as a director of Tutor.com. From
2003 until June 2005, Dr. Crane served on the board of AlphaSmart, a provider of affordable,
portable personal learning solutions for the K-12 classroom. From 2000 to 2003, Dr. Crane was vice
president, information and education products at America Online. She was president of Jostens
Learning Corporation and its successor company, Compass Learning, from 1997 to 2000. From 1994 to
1997, Dr. Crane also held various positions with Apple Computer, including senior vice president,
Education of Americas, and senior vice president, Worldwide Strategic Market Segments. Dr. Crane
started her career as an elementary school classroom teacher. Dr. Crane has a B.S. in elementary
education and mathematics from the University of Texas at Austin, an M.Ed. in early childhood
education and an Ed.D. in administrative leadership from the University of North Texas.
Dr. Cranes prior experience on our Board and her extensive consulting work in the educational
technology industry brings considerable expertise, leadership and sound guidance to the Board.
Dr. R. John Reynolds, 73, joined our Board as of the closing of our transaction with Dlorah
(November 23, 2009). He was the chancellor/president of Salem International University from June
2005 to November 2006 and has been the president of Reynolds and Associates, an education
consulting firm, since June 2000. He has over 41 years of experience in the education industry.
He has served in a number of leadership positions, including interim president of Millikin
University in Illinois from September 2002 to August 2003, president of Tri-State University in
Indiana from March 1993 to June 2000, president of Huron University in South Dakota from July 1984
to March 1993 and president of National College, South Dakota from 1982 to 1984 (a predecessor to
NAU). Dr. Reynolds has also served in many other educational roles, including acting dean,
associate dean, professor, adjunct professor, associate academic dean and vice president and
education director. Dr. Reynolds has a B.Ed. from the University of Wisconsin, an M.A. from
Northern Michigan University and a Ph.D. from Southern Illinois University.
Dr. Reynolds has considerable experience in the education industry in a number of different
leadership positions. His extensive knowledge brings valuable and substantial skills that add
significant value to the Board in terms of its effectiveness and its ability to address issues
facing the Company.
Dr. Thomas D. Saban, 58, joined our Board as of the closing of our transaction with Dlorah
(November 23, 2009). He has been serving as the vice president of administration and finance and
chief financial officer of Rocky Vista University, College of Osteopathic Medicine since November
2008. Dr. Saban has over 23 years of experience in the education industry. He served as the vice
president for finance and administration/chief financial officer at Texas A&M University from
September 2007 to November 2008, associate vice president for planning, budgets and research at St.
Petersburg College in Florida from October 2002 to September 2007 and as the vice president for
administration and finance/chief financial officer at Worcester State College in Massachusetts from
September 1996 to October 2002. He also served as the vice president for finance and
administration/chief financial officer of Chadron State College in Nebraska from July 1990 to
September 1996. Dr. Saban held a number of other educational and leadership roles from 1982 to
1990, including controller, director of finance and system coordinator/project leader. Dr. Saban
has a B.S. from the University of Wyoming, an MBA from the University of Miami and a Ph.D. from
Barry University.
Dr. Sabans financial expertise in the education industry provides valuable specialized
knowledge and financial and analytical skill to the Board.
10
David L. Warnock, 52, has served on our Board since April, 2007. Mr. Warnock is also a
partner with Camden Partners and co-founded the firm in 1995. Mr. Warnock was formerly the
chairman and chief executive officer of Camden Learning, our predecessor company. He also serves
as the chairman of the board of New Horizons Worldwide, Inc., an information technology training
company, and on the boards of Nobel Learning Communities, Inc., a nationwide provider of pre-K
through 8th grade private schools, CIBT Education Group, Inc., a post-secondary institution in
China, and Questar Assessment, Inc., formerly Touchstone Applied Science Associates, which provides
testing and assessment services for standardized testing, all of which are Camden Partners
portfolio companies. Mr. Warnock served as the chairman of Nobel from September 2003 through
February 2004. Mr. Warnock has previously served on the boards of Concord Career Colleges from
1997 through 2006, Childrens Comprehensive Services, Inc. from 1993 to 2000, and American Public
University from 2005 through 2009. Mr. Warnock is also involved with numerous non-profit
organizations. He is the chairman of the Center For Urban Families, as well as former chairman of
the board for Calvert Education Services, the nations largest non-sectarian home-schooling
organization. Mr. Warnock earned a B.A. degree from the University of Delaware and an M.S. (in
Finance) from the University of Wisconsin. Mr. Warnock is also a Chartered Financial Analyst
Charterholder.
Mr. Warnocks considerable experience on other education industry boards brings significant
corporate governance and leadership skills to our Board.
H. Edward Yelick, 76, joined our Board in March 2010. Mr. Yelick has served as a member of
NAUs board of governors since 1995. He retired in 1994 from Personal Representatives, Inc., a
lobbying firm, which he formed in 1987. He retired from U.S. West Communications, Inc.
(Northwestern Bell) in 1985, where his last position was assistant vice-president of government,
customer and public relations. Since July 2003, he has served as a member of the board of
directors of the Rapid City Regional Hospital, where he has served on the compliance and audit
committee as well as the investment committee, and is currently the chair of the board.
Mr. Yelick has particularly relevant experience as a member of NAUs board of governors and
has corporate governance experience through service on other boards, where he has served as chair
and on the compliance, audit and investment committees.
EXECUTIVE OFFICERS
The following sets forth information about our non-director executive officers as of the date
of this proxy statement. For information regarding Dr. Jerry Gallentine, our president, see
PROPOSAL NUMBER 1ELECTION OF DIRECTORSNominees and Directors.
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Position |
Dr. Ronald L. Shape
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Chief Executive Officer, Chief Financial Officer |
Dr. Samuel D. Kerr
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Provost, Secretary and General Counsel |
Venessa D. Green
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Chief Financial Officer of NAU |
Michaelle J. Holland
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Regional President of NAU East and Southeast |
Lisa L. Knigge
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Regional President of NAU Southwest |
Dr. Robert A. Paxton
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President of NAU Distance Learning |
Scott E. Toothman
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Vice President of Institutional Support and Military Services for NAU |
Michael Buckingham
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President, Real Estate Operations |
Dr. Ronald L. Shape, 43, was appointed our chief executive officer and chief financial officer
as of the closing of our transaction with Dlorah (November 23, 2009). He has been the chief
executive officer of NAU since April 2009, and was the chief operating officer of NAU from 2006
until 2009. Dr. Shape also served as the chief fiscal officer of NAU from 2002 until the closing
of our transaction with Dlorah. In 2001, Dr. Shape was selected as the assistant to the university
president of NAU and served as regional president for the Minnesota region with NAU in 2000. Dr.
Shape worked in a number of different positions at NAU from 1991 to 2000, including system
controller, assistant director of financial aid and student account specialist. Dr. Shape served
as executive vice president of NAUs Sioux Falls, South Dakota campus from 1998 to 2000. Dr. Shape
currently serves as vice president of finance on the board of directors of Fountain Springs
Community Church and serves on the board of directors of the
Quall Road District in Black Hawk, South Dakota. Dr. Shape has a B.A. from Dakota Wesleyan
University and an MBA and Ed.D. from the University of South Dakota.
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Dr. Samuel D. Kerr, 50, was appointed our provost, general counsel and secretary, as of the
closing of our transaction with Dlorah (November 23, 2009). Dr. Kerr has served as the
provost/general counsel of NAU since 2008 and as an adjunct faculty member of NAU since 2002. Dr.
Kerr was the system vice president for administration and general counsel of NAU from 2004 to 2008
and served as vice president for human resources and general counsel from 2001 to 2004. Dr. Kerr
served as managing partner of Banks, Johnson, Colbath & Kerr, Prof. L.L.C. from 1995 to 2001, where
he served as outside legal counsel to NAU from 1999 to 2001. Dr. Kerr was an associate attorney at
Wallahan & Eicher from 1992 to 1995 and an English/Journalism teacher at Rapid City Central High
School in South Dakota from 1985 to 1989. Dr. Kerr has a B.S. and B.S.Ed. from Black Hills State
University, an M.Ed. from South Dakota State University, a J.D. from the University of
Nebraska-Lincoln College of Law and an Ed.D. from the University of South Dakota.
Venessa D. Green, 37, was appointed the chief financial officer of NAU in April 2010. Ms.
Green served as interim chief financial officer of NAU from June 2009 to April 2010. Ms. Green
served as vice president of finance of NAU from June 2008 to June 2009. From December 2004 to June
2008, she served as the business manager/controller of NAU. Ms. Green has also served as an
adjunct faculty member of NAU since December 2006. Ms. Green is a licensed certified public
accountant in the State of South Dakota and has been a member of the American Institute of
Certified Public Accountants since 2007 and a member of the South Dakota Certified Public
Accountant Society since 2007. Ms. Green obtained a B.S. from DeVry Institute of Technology and an
MBA from NAU.
Michaelle J. Holland, 46, was appointed regional president of NAU-East and Southeast in June
2007. From June 2002 to June 2007, she served as regional president-Southeast. Since becoming a
regional president, Ms. Holland supervised the opening of NAUs first nursing program as well as
opening an education site in Wichita, Kansas and education centers in Minnetonka, Minnesota, and
Lees Summit, Missouri. From 1999 to 2002, she served as a campus president for the Lincoln School
of Commerce, where she managed a campus of approximately 600 students. From 1991 through 1999, Ms.
Holland served in various capacities for NAU in the admissions area, including as Vice President of
Enrollment Management. Ms. Holland received her M.Ed. from MidAmerica Nazarene University in
Olathe, Kansas and her bachelors degree in Business Administration from NAU.
Lisa L. Knigge, 48, was appointed regional president of NAU-West and Southwest in January
2008, where she oversees operations for Denver, Colorado, Colorado Springs, Colorado, Austin,
Texas, Albuquerque, New Mexico, and Rio Rancho, New Mexico. Ms. Knigge has served as regional vice
president for the Austin and Albuquerque campuses since April 2007. From 1997 to March, 2007, she
served as NAUs New Mexico regional president. From 1992 to 1997, Ms. Knigge held various
positions in NAU, including its admissions department. Ms. Knigge earned her B.A. from Northern
State University in Aberdeen, South Dakota, and her Masters of Human Resource Management from
Webster University in Albuquerque, New Mexico.
Dr. Robert A. Paxton, 54, was appointed to the president of NAU-Distance Learning in January
2009. From January 1995 to August 2008, Dr. Paxton served as president of Iowa Central Community
College. Dr. Paxton served as vice president of instruction of Cowley County Community College and
Area Vocational-Technical School, Arkansas City, Kansas, from June 1990 to December 1994 and as
dean of student services from July 1988 to June 1990. Dr. Paxton received his B.A. from Nebraska
Christian College, M.S. from Fort Hayes State University and Ph.D. from University of Texas at
Austin.
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Scott E. Toothman, 58, was appointed as vice president of institutional support and military
services for NAU in February 2010. From February 2004 to February 2010, Mr. Toothman was the
campus director for NAUs Ellsworth Air Force Base campus. From September 2002 to February 2004,
he served as an adjunct faculty member for NAU. Mr. Toothman received an associate of applied
science degree in avionics technology from Community College of the Air Force, a B.S. from National
College in Rapid City, South Dakota, and an MBA from NAU.
Michael Buckingham, 52, was appointed president of our real estate operations as of the
closing of our transaction with Dlorah (November 23, 2009). Mr. Buckingham oversees the
maintenance of the educational sites in the NAU system, as well as properties being developed and
managed by our real estate operations. Mr.
Buckingham served as corporate vice president of Dlorah from 1992, and the president of our
real estate operations from 1988, until the closing of the Dlorah transaction. Mr. Buckingham
served as an elected official on the Rapid City School Board from June 1998 through December 2002
when he resigned after being elected to the South Dakota House of Representatives, where he served
until January 2009. He continues to be active in local politics and advises NAU on issues that may
impact the university by local and state legislative bodies. Mr. Buckingham obtained a B.S. from
the University of South Dakota and an MBA from NAU. Mr. Buckingham is the son of Robert D.
Buckingham, the chairman of our Board.
13
EXECUTIVE AND DIRECTOR COMPENSATION
Compensation Philosophy and Guiding Principles
The compensation committee sets our compensation principles that guide the design of
compensation plans and programs for executive management. The compensation committee is charged
with establishing, implementing and continually monitoring the executive compensation program and
in doing so endeavors to achieve and to maintain a comprehensive package that is both fair and
competitive in furtherance of our overall objectives.
Our executive compensation philosophy is to maintain a compensation program that is both fair
and competitive. This philosophy focuses on linking each executives total compensation (cash and
non-cash compensation) to corporate and individual performance. Our compensation program reflects
a belief that executive talent is attracted to a company that recognizes and rewards performance,
and that with strong performance the company can deliver stockholder value. In selecting and
rewarding executives, we intend to continue our practice of providing direct accountability for
individual and organizational results for each executive and ensuring the rewards are commensurate
with the contributions and results delivered for stockholders.
The following philosophy and principles have been set forth as a framework within which our
compensation committee operates.
Competitive Total Compensation. Deliver competitive total compensation opportunities in order
to attract and retain talented management. We consider the compensation practices of other
comparator companies.
Cash Compensation. Use a combination of appropriate base and bonus cash compensation to
motivate and reward good results at all levels of the organization and particularly for our
executive officers.
Align Management Interests with Stockholders. Closely align management interests and actions
with our stockholders through the establishment of appropriate award vehicles.
Enhance Stockholder Value. Reward employees for enhancing stockholder value through sustained
improvement in earnings per share.
Compensation Consultants. Retain outside compensation consultants to assist the compensation
committee by providing a comprehensive assessment of our executive compensation pay practices and
providing proposals to ensure the structure of our compensation programs are optimally aligned with
our compensation principles.
Focus on Corporate Goals. Provide compensation that is directly related to the achievement of
corporate goals, which are measured through individual management objectives and through earnings
results compared to budget.
Simple and Straightforward Incentives. Minimize the complexity of compensation policies and
practices and to maximize employees understanding of the elements of compensation.
Consistent with our compensation philosophy, the executive compensation program has been
specifically designed to achieve the following objectives:
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Provide an attractive combination of salary and annual long-term incentive compensation
at competitive levels, as appropriate for public companies of our size, to enable the
recruitment and retention of highly qualified executives. We believe that the supply of
qualified executive talent is limited and have designed our compensation programs to help
us attract and retain qualified candidates by providing compensation that is competitive
within the for-profit education industry and the broader market for executive talent. Our
executive compensation policies are designed to assist us in attracting and retaining
qualified executives by providing competitive levels of compensation that are consistent
with the executives alternatives. |
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Link pay to corporate and individual performance to encourage and reward excellence and
contributions that further our success. |
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Align the interests of executives with those of our stockholders through grants of
equity-based compensation that also provide opportunities for ongoing executive ownership.
Our compensation program uses equity-based awards, the value of which is contingent on
our longer-term performance, in order to provide our executive officers with a direct
incentive to seek increased stockholder returns. Our stockholders receive value when our
stock price increases and by using equity-based awards, our executive officers also
receive increased value when our stock price increases and decreased value when it
decreases. We believe that equity-based awards exemplify our philosophy of having a
straightforward structure by reminding executive officers that one measure of long-term
corporate success is increased stockholder value over time. Because our equity incentives
are granted with time-based vesting, we believe these awards also aid in the retention of
our executive officers. |
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Utilize comparative market information as a general reference to assist us in the
annual decision-making process for executive compensation matters. |
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Foster long-term focus required for success in the for-profit education industry
through equity incentives that vest over time. |
Compensation Consultant
During 2010, our Compensation Committee reviewed a report prepared by a compensation
consulting firm, evaluating our executive officers salaries, cash incentive bonuses and
equity-based compensation. This report included benchmarking executive compensation against
comparable public companies that provide similar educational services in the markets we serve. Our
Compensation Committee realizes that benchmarking the Companys compensation against the
compensation earned at comparable companies may not always be appropriate, but it believes that
engaging in a comparative analysis of the Companys compensation practices is a useful tool to
understand the competitiveness of the compensation it pays its executive officers. This
benchmarking indicated that the Companys compensation of its executive officers was at or below
the median of executives with similar roles at the peer companies. The Compensation Committee has
not retained an outside consultant to determine 2010 compensation, in part because base salaries of
the executive officers were determined by employment agreements.
Elements of Executive Compensation
The compensation program for our executive officers is comprised primarily of three elements:
base salary, annual incentive cash compensation and long-term equity incentives.
Base Salary. Base salary is an integral part of compensation for our executive officers.
Unless determined pursuant to an employment agreement, the compensation committee generally
determines base salary levels for our named executive officers after completion of our annual
employee performance review program and during the time when any salary changes are to take
effect. In general, the compensation committee considers the following factors: (i) individuals
performance and contribution to the Companys goals, and (ii) review of salaries in the market
survey data and for similar positions for the comparable companies.
Annual Incentives. We have placed an emphasis on pay for performance-based cash incentive
compensation that is designed to reward our management team based on the achievement of specific
performance measures and goals. We believe annual incentive pay furthers our compensation
philosophy and objectives by focusing our executive officers on corporate goals, encouraging
continuous quality improvement and providing straightforward incentives. The target for annual
incentive pay for our executive officers is expressed as a percentage of base salary.
Long-Term Incentives. We believe that executive officers should have a significant potential
to benefit from increases in our equity value in order to align the interests of the executive
officers and our stockholders. The Company awards long-term incentives under our National American
University Holdings, Inc. 2009 Stock Option and Compensation Plan, or the 2009 Plan. The 2009 Plan
gives the compensation committee the latitude of awarding incentive stock options, non-qualified
stock options, restricted stock and other types of long-term incentive awards. Our equity awards
may be split between stock options and restricted stock so that the executive officers are
incentivized to preserve as well as grow stockholder value. Our stock options and restricted
stock awards use one to three-year vesting with options having ten-year terms.
Other Compensation. Certain of our executive officers are eligible to receive certain
benefits not available to other full-time employees, including club membership dues.
15
Summary Compensation Table
The following table and accompanying narrative disclosure explains compensation for the last
two fiscal years for the individuals who served as our chief executive officer and our chief
financial officer during fiscal 2010, for each of the two other most highly-compensated executive
officers who were serving as executive officers of the Company at the end of fiscal 2010, and for
Mr. Robert D. Buckingham, who served as our executive chairman through March 15, 2010
(collectively, the named executive officers). Each of the named executive officers was appointed
to their respective positions on November 23, 2009, the date of the closing of the transaction with
Dlorah. Prior to that date, each of the named executive officers served in similar capacities for
Dlorah. The compensation figures for fiscal 2009 presented below reflect the compensation they
received from Dlorah. The compensation figures for fiscal 2010 consist of compensation they
received from Dlorah, prior to and after November 23, 2009. No compensation from the Company was
paid to our officers and directors, or any of their respective affiliates in fiscal 2009, prior to,
or for any services they rendered in order to effectuate, the consummation of the transaction with
Dlorah.
Summary Compensation Table
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive Plan |
|
|
All Other |
|
|
|
|
|
|
|
|
|
|
Salary |
|
|
Bonus |
|
|
Stock Awards |
|
|
Compensation |
|
|
Compensation |
|
|
|
|
Name and Title |
|
Fiscal Year |
|
|
($) |
|
|
($) |
|
|
($)(1) |
|
|
($) |
|
|
($) |
|
|
Total ($) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dr. Ronald L. Shape |
|
|
2010 |
|
|
|
229,583 |
|
|
|
0 |
|
|
|
335,828 |
|
|
|
210,041 |
(2) |
|
|
214,909 |
(3) |
|
|
990,361 |
|
Chief Executive Officer and
Chief Financial Officer |
|
|
2009 |
|
|
|
231,250 |
|
|
|
0 |
|
|
|
0 |
|
|
|
145,910 |
|
|
|
11,500 |
(4) |
|
|
388,660 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dr. Jerry L. Gallentine |
|
|
2010 |
|
|
|
238,270 |
|
|
|
0 |
|
|
|
167,914 |
|
|
|
620,105 |
(2) |
|
|
128,133 |
(5) |
|
|
1,139,357 |
|
President |
|
|
2009 |
|
|
|
243,623 |
|
|
|
10,200 |
|
|
|
0 |
|
|
|
338,027 |
|
|
|
11,500 |
(6) |
|
|
603,350 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michaelle Holland |
|
|
2010 |
|
|
|
163,724 |
|
|
|
0 |
|
|
|
76,570 |
|
|
|
381,993 |
(2) |
|
|
70,520 |
(7) |
|
|
692,807 |
|
Regional President for the East
and Southeast Regions |
|
|
2009 |
|
|
|
157,859 |
|
|
|
0 |
|
|
|
0 |
|
|
|
150,069 |
|
|
|
10,256 |
(8) |
|
|
318,184 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert D. Buckingham(11) |
|
|
2010 |
|
|
|
145,144 |
|
|
|
0 |
|
|
|
0 |
|
|
|
850,076 |
(2) |
|
|
2,131,900 |
(9) |
|
|
3,127,120 |
|
Executive Chairman of the Board |
|
|
2009 |
|
|
|
165,328 |
|
|
|
0 |
|
|
|
|
|
|
|
709,076 |
|
|
|
42,000 |
(10) |
|
|
916,404 |
|
|
|
|
(1) |
|
Consists of restricted stock awards with three-year vesting, where the named executive
officer is assumed to have been be employed on each vesting date and certain performance
targets of the Company are assumed to have been met. The value of the restricted stock is
based on the grant date closing stock price of $7.73 on November 30, 2009, $11.72 on December
31, 2009 and $10.00 on March 19, 2010 as reported on the Over-the-Counter Bulletin Board. |
|
(2) |
|
Payable in fiscal year 2011 by the terms of their respective agreements. |
|
(3) |
|
Consists of 401(k) matching contributions of $12,250, tax bonus amount of $192,610 and $
10,040 in dividends paid on restricted stock awards. |
|
(4) |
|
Consists of 401(k) matching contributions. |
|
(5) |
|
Consists of 401(k) matching contributions of $12,250, tax bonus amount of $96,309, $4,509 in
dividends paid on restricted stock awards and $15,065 in other perquisites. |
|
(6) |
|
Consists of 401(k) matching contributions. |
|
(7) |
|
Consists of 401(k) matching contributions of $12,250, tax bonus amount of $56,480 and $1,790
in dividends paid on restricted stock awards. |
|
(8) |
|
Consists of 401(k) matching contributions. |
|
(9) |
|
Paid in connection with the termination of the employment agreement with Mr. Buckingham. |
|
(10) |
|
Consists of Dlorah directors fee of $42,000. |
|
(11) |
|
Effective March 15, 2010, Mr. Buckingham ceased to be an executive officer. He continues to
serve as the chairman of our Board. |
16
Base Salaries
Our named executive officers compensation was determined, in part, by arrangements in effect
between Dlorah and such named executive officers during fiscal year 2009. The base salaries of Dr.
Gallentine, Dr. Shape and Mr. Buckingham were determined pursuant to their employment agreements
that are described below under the heading Employment Agreements. The compensation of Ms.
Holland was determined by Dlorahs board of directors based on an analysis of compensation paid to
other similarly situated executives. The amount of base salary paid to each named executive
officer for the fiscal year ended May 31, 2010, is reported in the column captioned Salary of the
Summary Compensation Table above.
Stock Awards
We granted restricted stock to our named executive officers in fiscal 2010 as a component of
executive compensation. In combination with such grants, we agreed to pay a cash bonus to the
named executive officers sufficient to pay any federal or state income or employment taxes
associated with the vesting of the restricted stock. The restricted stock vest if we meet certain
performance goals. The vesting schedule was designed to incentivize the named executive officers
to reach our performance goals, and therefore, align the interests of the named executive officers
and our stockholders.
Annual Cash Incentive Compensation
Dr. Ronald L. Shape. Pursuant to his employment agreement described below, Dr. Shape was
eligible to receive cash incentive compensation if NAU achieved certain profit margin percentage,
net of adjustments, or attained certain quarterly collections percentage or credit hour growth rate
for the fiscal years ended May 31, 2010 and 2009. Under his annual profit margin percentage
incentive, Dr. Shape was eligible to receive 0.05% to 0.15% of the profit margin in cash incentive
compensation for NAU achieving an annual profit margin, net of adjustments, of 15% to 17% or more.
Dr. Shape was also eligible to receive additional cash incentive compensation payments for NAU
achieving certain quarterly collections percentages as measured 180 days after the start of each
quarter. If quarterly collections were at least 97%, Dr. Shape was eligible to receive between
0.02% to 0.04% of the prior quarters gross profit, depending on the percent collected. Lastly,
Dr. Shape was eligible to receive cash incentive compensation for NAU campus generating credit hour
growth percentages, compared to the percentages in each quarter to the same quarter of the prior
year. Under this formula, for the fiscal years ended May 31, 2010 and 2009, Dlorah awarded Dr.
Shape $210,041 and $145,910, respectively, in total cash incentive compensation.
Dr. Jerry L. Gallentine. Pursuant to his employment agreement described below, Dr. Gallentine
was eligible for cash incentive compensation based on NAU achieving certain performance targets for
fiscal years ended May 31, 2010 and 2009. Dr. Gallentine was eligible to receive a merit award of
0.1% of NAUs annual revenues, net of adjustments, if the net profit margin equaled 10%, a pro
rated award from 0.1% to 1.0% of NAUs annual revenues, net of adjustments, if the net profit
margin equaled 10.01% to 14.00%, or a 1% merit award of NAUs annual revenues, net of adjustments,
if the net profit margin equaled 15% or more. In addition, Dr. Gallentine was eligible for 20% of
the profit margin in excess of 15%. In accordance with this formula, for the fiscal years ended
May 31, 2010 and 2009, Dlorah awarded $620,105 and $338,027, respectively, in total cash incentive
compensation to Dr. Gallentine.
Michaelle J. Holland. Pursuant to her compensation arrangement, Ms. Holland was eligible for
cash incentive compensation for achieving certain performance objectives and targets for NAUs East
and Southeast regions for the fiscal years ended May 31, 2010 and 2009. For the fiscal years ended
May 31, 2010 and 2009, the Company awarded cash incentive compensation to Ms. Holland for achieving
certain goals in respect of the East and Southeast regions: pre- and post-assessment
administration; specified pre-tax profit margins; specified collections of active accounts
receivable; and credit hour growth. In addition, Ms. Holland received an incentive bonus equal to
5% of the actual net income minus budgeted net income for the East and Southeast regions. For the
fiscal years ended May 31, 2010 and 2009, Dlorah awarded total cash incentive compensation of
$381,993 and 150,069, respectively.
17
Robert D. Buckingham. Pursuant to his employment agreement described below, for fiscal years
ended May 31, 2009 and 2010, Mr. Buckingham was eligible for cash incentive compensation based on
Dlorahs net income, as adjusted. For the fiscal years ended May 31, 2010 and 2009, Dlorah awarded
$850,076 and $709,076, respectively, in total cash incentive compensation to Mr. Buckingham.
Outstanding Equity Awards at Fiscal Year-End
The following table provides a summary of equity awards outstanding for each of the named
executive officers as of the fiscal year ended May 31, 2010:
Outstanding Equity Awards at Fiscal Year-End
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Awards |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Incentive Plan |
|
|
|
|
|
|
|
|
|
|
|
Equity Incentive Plan |
|
|
Awards: Market or |
|
|
|
Number of |
|
|
|
|
|
|
Awards: Number of |
|
|
Payout Value of |
|
|
|
Shares or Units |
|
|
Market Value of Shares |
|
|
Unearned Shares, Units |
|
|
Unearned Shares, Units |
|
|
|
of Stock That Have |
|
|
or Units of Stock That |
|
|
or Other Rights That |
|
|
or Other Rights That |
|
Name |
|
Not Vested (#) |
|
|
Have Not Vested ($) |
|
|
Have Note Vested (#) |
|
|
Have Not Vested ($) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dr. Ronald L. Shape |
|
|
16,667 |
(1) |
|
$ |
134,336 |
(3) |
|
|
66,668 |
(1) |
|
$ |
537,344 |
(3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dr. Jerry L. Gallentine |
|
|
0 |
|
|
$ |
0 |
|
|
|
41,668 |
(2) |
|
$ |
335,844 |
(3) |
|
|
|
(1) |
|
41,667 shares of restricted stock vest on May 31, 2011, and the remaining 41,667 shares vest
on May 31, 2011, if Dr. Shape is employed with the Company on each vesting date and the
Company achieves a net profit of 10% or more for each fiscal year of the vesting date. |
|
(2) |
|
20,834 shares of restricted stock vest on May 31, 2011, and the remaining 20,833 shares vest
on May 31, 2011, if Dr. Gallentine is employed with the Company on each vesting date and the
Company achieves a net profit of 10% or more for each fiscal year of the vesting date. |
|
(3) |
|
Market value of restricted stock is computed by multiplying $8.06, the closing market price
of the Company on May 28, 2010, by the number of shares of restricted stock. |
Restricted Stock
On November 30, 2009, December 31, 2009 and March 19, 2010, we granted restricted stock to
certain of our named executive officers as a component of executive compensation. The restricted
stock will vest if we meet certain performance goals. In combination with such grants, we agreed
to pay a cash bonus to the named executive officers sufficient to pay any federal or state income
or employment taxes associated with the vesting of the restricted stock.
On March 19, 2010, we issued to Dr. Shape 50,000 shares of restricted Common Stock under the
2009 Plan and an additional 25,000 shares of restricted Common Stock pursuant to a Restricted Stock
Award Agreement dated March 19, 2009. These shares, which vest over a three-year period if certain
performance criteria are satisfied, were issued in connection with Dr. Shapes forfeiture of 75,000
shares of restricted Common Stock previously granted to him under the 2009 Plan on November 30,
2009. On March 19, 2010, we issued to Dr. Gallentine 12,500 shares of restricted Common Stock
under the 2009 Plan. These shares, which vest over a three-year period if certain performance
criteria are satisfied, were issued in connection with Dr. Gallentines forfeiture of 12,500 shares
of restricted Common Stock previously granted to him under the 2009 Plan on November 30, 2009.
Employment Agreements
Dlorah, our wholly-owned subsidiary, currently has employment agreements with Dr. Gallentine
and Dr. Shape. The employment agreement between Dlorah and Mr. Robert Buckingham terminated
effective March 15, 2010.
18
Dr. Jerry L. Gallentine
Dr. Gallentine entered into an employment agreement with Dlorah in 2003, which was amended on
November 18, 2009. Prior to the amendment, Dr. Gallentine was entitled to receive an annual base
salary of $215,320, which amount was to be adjusted annually based on a cost of living index. The
base salary was also subject to increase if NAU met certain profitability measures. Pursuant to
the November 18, 2009 amendment, Dr. Gallentines base salary was adjusted to $150,000 per year
beginning on April 15, 2010. Dr. Gallentine is also entitled to receive the annual cash incentive
compensation described above for the fiscal year ending May 31, 2010 prorated for the period ending
April 15, 2010. For the period after April 15, 2010, Dr. Gallentine is eligible to receive bonuses
at the discretion of our Board. Prior to the amendment, the employment agreement also granted Dr.
Gallentine the right to use our aircraft to travel between his home office and our headquarters
once each calendar month.
Pursuant to the amendment to Dr. Gallentines employment agreement, the term was extended
indefinitely until either party provides six months written notice of its intent to terminate the
agreement. The employment agreement will also terminate upon Dr. Gallentines death, or upon his
becoming disabled, and in such event Dr. Gallentine, or his estate, is entitled to continue
receiving his base salary plus any vested bonus for the one year period following the date of his
death or the determination of his disability. We may terminate Dr. Gallentines employment for
cause, which would include dishonesty, willful misconduct, refusal or unwillingness to perform the
duties and responsibilities of the office of president satisfactorily in good faith and to the best
of his ability, insubordination, prolonged unexcused absence or any conduct that is in violation of
criminal law or involves moral turpitude. We can also terminate the employment agreement at any
time, but if the termination is other than for cause, Dr. Gallentine will be entitled to receive
his then current annual salary for the one year period after his termination.
Dr. Ronald L. Shape
Dr. Shape entered into an employment agreement with Dlorah effective as of November 18, 2009,
which continues until termination of his employment pursuant to the agreement. Dr. Shapes
employment agreement provides for an annual base compensation of $230,000, which is subject to an
annual cost of living adjustment. Dr. Shape is also entitled to receive the annual cash incentive
compensation described above.
Dr. Shape can terminate his employment agreement by providing 24 months written notice. The
employment agreement will also terminate upon Dr. Shapes death, or upon his becoming disabled, and
in such event Dr. Shape, or his estate, is entitled to continue receiving his base salary plus any
vested bonus for the one year period following the date of his death or the determination of his
disability. We may terminate Dr. Shapes employment for cause, which would include dishonesty,
willful misconduct, refusal or unwillingness to perform the duties and responsibilities of the
office of chief executive officer satisfactorily in good faith and to the best of his ability,
insubordination, prolonged unexcused absence, or any conduct which is in violation of criminal law
or moral turpitude. We can also terminate the employment agreement at any time, but if the
termination is other than for cause, Dr. Shape will be entitled to receive his then current base
salary for the first two years after his termination, or until he finds new employment, whichever
occurs first. If Dr. Shape dies or becomes disabled, he will continue to receive compensation for
12 months plus a prorated share of compensation as determined for the year of disability or death.
Robert D. Buckingham
The employment agreement with Mr. Buckingham terminated effective March 15, 2010. The
employment agreement was initially entered into with Dlorah on January 3, 1995, and was amended on
November 18, 2009. Prior to the termination, Mr. Buckingham was entitled to receive a base salary
of $250,000 per year, which amount was to be adjusted annually based on a cost of living index, and
incentive compensation for the period ending December 31, 2011, equal to seven percent of our net
fiscal year income earned after November 23, 2009, and 10% of our net fiscal year income earned
between June 1, 2009 and November 23, 2009. Prior to the November 2009 amendment, he was entitled
to 10% of our net fiscal year income. Mr. Buckingham was paid $2,131,900 for terminating his
employment agreement, including his right to receive future salary and incentive compensation. Mr.
Buckingham receives an annual retainer of $80,000 for his service as the chairman of our Board.
The Summary Compensation Table above reflects $850,076 and $709,076 of incentive compensation
earned for fiscal years ended May 31, 2010 and 2009, respectively.
19
Director Compensation and Benefits
Before or at the beginning of each new fiscal year, our compensation committee reviews the
total compensation paid to non-management directors. The purpose of the review is to ensure that
the level of compensation is appropriate to attract and retain a diverse group of directors with
the breadth of experience necessary to perform the Boards duties, and to fairly compensate
directors for their service. The compensation committee considers the time and effort required for
service on the Board, a Board committee and as a committee chair, and reviews available Board
compensation survey information for comparably sized public companies.
For fiscal year ended May 31, 2010, with the exception of Mr. David Warnock, non-employee
directors of the Company received a retainer, pro-rated at $30,000 annum. In addition, each
non-employee director annually receives restricted stock in an amount equal to $5,000 based on the
closing price of our common stock on the date of grant. The Companys directors and their
dependents receive health insurance coverage under our health care plan or equivalent payment for
premium costs if the director declines health insurance coverage. Mr. Buckingham receives an
annual retainer of $80,000 for serving as the chairman of our Board.
The following table summarizes the compensation earned by our non-management directors during
fiscal 2010:
Director Compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees Earned or |
|
|
|
|
|
|
|
|
|
Paid in Cash |
|
|
Stock Awards |
|
|
|
|
Name |
|
($) |
|
|
($) |
|
|
Total ($) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dr. Therese K. Crane |
|
$ |
15,000 |
|
|
$ |
5,000 |
(1) |
|
$ |
20,000 |
|
Dr. R. John Reynolds |
|
$ |
15,000 |
|
|
$ |
5,000 |
(1) |
|
$ |
20,000 |
|
Dr. Thomas D. Saban |
|
$ |
15,000 |
|
|
$ |
5,000 |
(1) |
|
$ |
20,000 |
|
David L. Warnock |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
H. Edward Yelick |
|
$ |
15,000 |
|
|
$ |
5,000 |
(1) |
|
$ |
20,000 |
|
|
|
|
(1) |
|
On April 20, 2010, each independent director received 500 shares of restricted common stock,
which vest on April 20, 2011, provided the director continues to serve as a director on the
vesting date. The value of the restricted stock is based on the April 20, 2010 grant date
closing stock price of $10.00, as reported on the Over-the-Counter Bulletin Board. |
Beneficial Ownership of Principal Stockholders, Directors and Management
The table presented below shows information regarding the beneficial ownership of our common
stock as of September 1, 2010 by:
|
|
|
each person or entity known by us to own beneficially more than 5% of our outstanding
common stock; |
|
|
|
each of our named executive officers; and |
|
|
|
all of our directors and executive officers as a group. |
As of September 1, 2010, we had 26,369,653 shares of common stock issued and outstanding.
20
The information in the following table has been presented in accordance with the rules of the
SEC. Under the SEC rules, beneficial ownership of a class of capital stock includes any shares of
such class as to which a person, directly or indirectly, has or shares voting power or investment
power and also any shares as to which a person has the right to acquire such voting or investment
power within 60 days through the exercise of any stock option, warrant or other right. If two or
more persons share voting power or investment power with respect to specific securities, each such
person is deemed to be the beneficial owner of such securities. Except as we otherwise indicate
below and under applicable community property laws, we believe that the beneficial owners of the
common stock listed below, based on information they have furnished to us, have sole voting and
investment power with respect to the shares shown. Unless otherwise specified, the address of each
of our directors, executive officers and each person or entity known by us to beneficially own more
than 5% of our outstanding common stock is c/o National American University Holdings, Inc., 5301 S.
Highway 16, Suite 200, Rapid City, South Dakota 57701.
|
|
|
|
|
|
|
|
|
Name and Address of |
|
Amount and Nature of |
|
|
|
|
Beneficial Owner |
|
Beneficial Ownership |
|
|
Percent of Class |
|
H. & E. Buckingham Limited Partnership |
|
|
11,822,136 |
(1) |
|
|
41.4 |
% |
Robert D. Buckingham Living Trust |
|
|
3,457,864 |
(2) |
|
|
12.8 |
% |
Camden Learning, LLC |
|
|
1,999,449 |
(3) |
|
|
7.6 |
% |
T. Rowe Price Associates, Inc. |
|
|
1,843,233 |
(4) |
|
|
7.0 |
% |
Ashford Capital Management, Inc. |
|
|
1,211,800 |
(5) |
|
|
4.6 |
% |
Robert D. Buckingham
Chairman of the Board of Directors |
|
|
15,280,000 |
(6) |
|
|
52.4 |
% |
David L. Warnock
Director |
|
|
1,999,449 |
(7) |
|
|
7.6 |
% |
Dr. Ronald L. Shape
Chief Executive Officer and
Chief Financial Officer |
|
|
142,250 |
|
|
|
* |
|
Dr. Jerry L. Gallentine
President and Director |
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63,000 |
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* |
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Dr. Samuel D. Kerr
Provost, Secretary and General
Counsel |
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11,905 |
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* |
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Michaelle Holland
Regional President for the East
and Southeast |
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9,500 |
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* |
|
Dr. Therese K. Crane
Director |
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|
31,608 |
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* |
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Dr. Thomas D. Saban
Director |
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500 |
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* |
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Dr. R. John Reynolds
Director |
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500 |
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* |
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H. Edward Yelick
Director |
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1,000 |
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|
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* |
|
All directors and executive officers
as a group (of 10
individuals) |
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17,539,712 |
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60.1 |
% |
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* |
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Less than 1%. |
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(1) |
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Includes warrants to purchase 2,166,360 shares of our common stock at an exercise price of
$5.50. Assumes common stock warrants exercised by paying cash for the purchase price. |
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(2) |
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Includes warrants to purchase 633,640 shares of our common stock at an exercise price of
$5.50. Assumes common stock warrants exercised by paying cash for the purchase price. |
21
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(3) |
|
Based on information contained in a report on Schedule 13D/A filed with the Securities and
Exchange
Commission on December 2, 2009, which contained information as of November 23, 2009. The sole
owners and members of Camden Learning, LLC are Camden Partners Strategic Fund III, L.P.
(96.01% ownership) and Camden Partners Strategic Fund III-A, L.P. (3.99% ownership). The
general partner of each limited partnership is Camden Partners Strategic III, LLC and the
managing member of such entity is Camden Partners Strategic Manager, LLC. David L. Warnock,
Donald W. Hughes, Richard M. Johnston and Richard M. Berkeley are the four managing members of
Camden Partners Strategic Manager, LLC, which has sole power to direct the vote and
disposition of our common stock held by Camden Learning, LLC. Each of Mr. Warnock and Mr.
Hughes disclaims beneficial ownership of all of our securities owned by Camden Learning, LLC.
The principal business address of Camden Learning, LLC is 500 East Pratt Street, Baltimore,
Maryland 21202. |
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(4) |
|
Based on information contained in a report on Schedule 13G/A filed with the Securities and
Exchange Commission on June 10, 2010 by T. Rowe Price Small-Cap Value Fund, Inc. and T. Rowe
Price Associates, Inc., each of which has its principal business office at 100 East Pratt
Street, Baltimore, Maryland 21202. As of May 31, 2010, T. Rowe Price Associates, Inc.
reported that it had sole voting power over 4,333 shares and sole dispositive power over
1,843,233 shares, and T. Rowe Price Small-Cap Value Fund, Inc. reported that it had sole
voting power over 1,838,900 shares and sole dispositive power over 0 shares. |
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(5) |
|
Based on information as of December 31, 2009 contained in a report on Schedule 13G filed with
the Securities and Exchange Commission on February 12, 2010 by Ashford Capital Management,
Inc., which has its principal business office at P.O. Box 4172, Wilmington, Delaware 19807. |
|
(6) |
|
Consists of common stock and common stock warrants owned by the H. & E. Buckingham Limited
Partnership and the Robert D. Buckingham Living Trust. Assumes common stock warrants
exercised by paying cash for the purchase price. Mr. Buckingham is the general partner of the
H. & E. Buckingham Limited Partnership and in this capacity has sole power to direct the vote
and disposition of our securities held by the H. & E. Buckingham Limited Partnership. Mr.
Buckingham disclaims beneficial ownership of our securities owned by the H. & E. Buckingham
Limited Partnership except to the extent of any pecuniary interest therein. As the trustee
for the Robert D. Buckingham Living Trust, Mr. Buckingham is deemed to have sole voting and
dispositive power of our securities held by the trust and is deemed to be the beneficial owner
of all our securities owned by the Robert D. Buckingham Living Trust. |
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(7) |
|
As described in footnote 3, Mr. Warnock is a managing member of Camden Strategic Manager,
LLC, which is the managing member of Camden Partners Strategic III, LLC, which is the general
partner of each of Camden Partners Strategic Fund III, L.P., and Camden Partners Strategic
Fund III-A, L.P, which are the owners of Camden Learning, LLC. Mr. Warnock disclaims
beneficial ownership of all of our securities owned by Camden Learning, LLC. |
Section 16(a) Beneficial Ownership Reporting Compliance
Based on a review of reports filed with the SEC by our directors and executive officers
regarding their ownership and transactions in our common stock and written representations from
those officers and directors, we believe that, with the exception of a late Form 3 filing for Mr.
Scott Toothman, each executive officer and director complied with all filing requirements in a
timely manner under Section 16(a) of the Securities Exchange Act of 1934, as amended, during fiscal
2010.
Audit Committee Report
Our Audit Committee is responsible for retaining the Companys independent registered public
accounting firm and approving the services it will perform. Pursuant to the charter adopted by the
Board on November 30, 2009, the audit committee acts on behalf of the Board to oversee our
financial reporting processes and the adequacy of our internal controls. The audit committee
reviews financial and operating reports and disclosures, including our reports filed on Forms 10-K
and 10-Q. The audit committee also reviews the performance of the Companys internal auditor and
independent registered public accounting firm.
22
Management is responsible for the reporting processes and the preparation and presentation of
financial statements and the implementation and maintenance of internal controls. Our independent
registered public accounting firm is responsible for expressing an opinion on the conformity of the
Companys audited financial statements to accounting principles generally accepted in the United
States. The audit committees responsibility is to monitor and oversee these processes.
In connection with our consolidated financial statements for the fiscal year ended May 31,
2010, the audit committee has:
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|
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reviewed and discussed the audited financial statements and the fair and complete
presentation of the Companys results with management and representatives of Deloitte &
Touche LLP, our independent registered public accounting firm for fiscal 2010; |
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discussed with Deloitte & Touche LLP the matters required to be discussed by Statement
on Auditing Standards No. 61 (Communications with Audit Committees), as amended, as
adopted by the Public Company Accounting Oversight Board in Rule 3200T; and |
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received the written disclosures and the letter from Deloitte & Touche LLP required by
the applicable requirements of the Public Company Accounting Oversight Board regarding
Deloitte & Touche LLPs communications with the audit committee concerning independence,
and has discussed the independence of Deloitte & Touche LLP with representatives of
Deloitte & Touche LLP. |
Based on the review and discussions referred to above, the audit committee recommended to the
Companys Board that the Companys audited financial statements be included in the Companys Annual
Report on Form 10-K for the fiscal year ended May 31, 2010 for filing with the Securities and
Exchange Commission.
AUDIT COMMITTEE
Dr. Thomas D. Saban, Chair
Dr. Therese Kreig Crane
Dr. R. John Reynolds
PROPOSAL NUMBER 2RATIFICATION OF APPOINTMENT OF OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
Based on the recommendation of the audit committee, the Board has selected Deloitte & Touche
LLP, referred to as Deloitte, as our independent registered public accounting firm for the fiscal
year that began June 1, 2010 and has further directed that management submit the selection of
Deloitte for ratification by stockholders at the annual meeting. A representative of Deloitte is
expected to be present at the Annual Meeting. The representative will have an opportunity to make
a statement if he or she so desires and will be available to respond to appropriate questions.
Deloitte has audited our financial statements since November 30, 2009. In connection with the
consummation of our transaction with Dlorah, on November 30, 2009, we dismissed our former
independent registered public accounting firm, McGladrey & Pullen, LLP, and appointed Deloitte as
our new independent registered public accounting firm. Deloitte acted as Dlorahs independent
accountant prior to the closing of the transaction. The decision to change accounting firms was
approved by our Board.
McGladrey & Pullen, LLPs report on our financial statements for fiscal years 2008 and 2009
did not contain an adverse opinion or disclaimer of opinion, and was not qualified or modified as
to uncertainty, audit scope, or accounting principles with the exception of a qualification with
respect to uncertainty as to our ability to continue as a going concern prior to our transaction
with Dlorah.
During fiscal years 2008 and 2009, and the subsequent interim period through August 31, 2009,
there were no disagreements with McGladrey & Pullen, LLP on any matters of accounting principles or
practices, financial statement disclosure or auditing scope and procedures which, if not resolved
to the satisfaction of McGladrey & Pullen, LLP would have caused McGladrey & Pullen, LLP to make
reference to the subject matter of the disagreement(s) in connection with their report, and there
were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.
23
We had previously provided McGladrey & Pullen, LLP with a copy of the above statements, and
had requested McGladrey & Pullen, LLP to furnish the Company with a letter addressed to the SEC
stating whether it agrees with the above statements and, if not, to state the respects in which it
does not agree with such statements. McGladrey & Pullen, LLPs response letter, dated November 30,
2009, was filed as Exhibit 16.1 to the Current report on Form 8-K, dated November 30, 2009.
None of the provisions of our Bylaws, other governing documents or applicable law require
stockholder ratification of the selection of Deloitte as our independent registered public
accounting firm. The Board is submitting the selection of Deloitte to the stockholders for
ratification, however, as a matter of good corporate practice. If the stockholders fail to ratify
the selection, the Board will reconsider whether or not to retain that firm. Even if the selection
is ratified, the Board in its discretion may direct the appointment of a different independent
registered public accounting firm at any time during the year if the Board determines that such a
change would be in the best interests of us and our stockholders.
The affirmative vote of the holders of a majority of the shares present in person or
represented by proxy and entitled to vote at the annual meeting will be required to ratify the
selection of Deloitte.
Independent Registered Public Accounting Firm Fees and Services
For the fiscal year ended May 31, 2009 and through November 29, 2009, McGladrey & Pullen, LLP
served as our independent registered public accounting firm. From November 30, 2009 through the
end of fiscal year ended May 31, 2010, Deloitte served as our independent registered public
accounting firm. The following table presents the aggregate fees incurred for audit and
audit-related services rendered by McGladrey & Pullen, LLP and Deloitte during fiscal years 2010
and 2009, respectively. The fees listed below were pre-approved by our audit committee.
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Service Type |
|
Fiscal 2010 |
|
|
Fiscal 2009 |
|
|
|
|
|
|
|
|
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|
Audit Fees (1) |
|
$ |
285,155 |
|
|
$ |
138,250 |
|
Audit-Related Fees |
|
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0 |
|
|
|
0 |
|
Tax Fees (2) |
|
|
5,800 |
|
|
|
5,800 |
|
All Other Fees (3) |
|
|
324,719 |
|
|
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0 |
|
|
|
|
|
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Total |
|
$ |
615,674 |
|
|
$ |
144,050 |
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(1) |
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Consists of fees billed for professional services rendered for the audit of our year-end
financial statements and services that are normally provided by our principal accountant in
connection with regulatory filings. |
|
(2) |
|
Consists of fees billed for tax compliance, tax planning and tax advice. |
|
(3) |
|
Consists of audit and other fees incurred in connection with the transaction with Dlorah,
including the preparation of the proxy statement and Form 8-K, and fees incurred in connection
with the preparation of the registration statement for the secondary public offering of
Companys common stock that closed on June 1, 2010. |
The audit committee, after a review and discussion with Deloitte of the preceding information,
determined that the provision of these services was compatible with maintaining Deloittes
independence.
Audit Committee Pre-Approval Policies and Procedures
The audit committee adopted pre-approval policies and procedures for audit and non-audit
services on November 30, 2009. Since the date of adoption, the audit committee has approved all of
the services performed by Deloitte.
24
Board Voting Recommendation
The Board recommends that stockholders vote FOR the proposal to ratify the appointment of
Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year
ending on May 31, 2011.
If the appointment of Deloitte & Touche LLP was not to be ratified by the stockholders, the
Board would not be required to appoint another independent registered public accounting firm, but
would give consideration to an unfavorable vote.
OTHER BUSINESS
Management does not intend to present any matters at the meeting other than those disclosed in
this proxy statement, and we are not presently aware of any matter that may be presented at the
meeting by others. However, if other matters properly come before the meeting, it is the intention
of the persons named in the enclosed form of proxy to vote on those matters in accordance with
their best judgment.
STOCKHOLDER PROPOSALS FOR THE NEXT ANNUAL MEETING
Any stockholder proposal intended to be presented for consideration at the 2011 Annual Meeting
of Stockholders and to be included in our proxy statement for that meeting must be received in
writing by the Corporate Secretary of the Company at the address indicated above in accordance with
all applicable rules and regulations of the SEC no later than June 28, 2011.
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By Order of the Board of Directors
Dr. Samuel D. Kerr
Corporate Secretary
September 27, 2010
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2010
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON OCTOBER 26, 2010.
Our Proxy Statement for the 2010 Annual Meeting of the Stockholders and Annual Report for the
year ended May 31, 2010 are available at http://www.proxyvote.com.
25
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NATIONAL AMERICAN UNIVERSITY HOLDINGS, INC. 5301 S. HIGHWAY 16, SUITE 200 RAPID CITY, SD 57701 |
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VOTE BY INTERNET - www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M.
Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when
you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
Electronic Delivery of Future PROXY MATERIALS
If you would like to reduce the costs incurred by our
company in mailing proxy materials, you can consent
to receiving all future proxy statements, proxy cards
and annual reports electronically via e-mail or the
Internet. To sign up for electronic delivery, please
follow the instructions above to vote using the
Internet and, when prompted, indicate that you agree
to receive or access proxy materials electronically
in future years.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your
voting instructions up until 11:59 P.M. Eastern
Time the day before the cut-off date or meeting
date. Have your proxy card in hand when you call
and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in
the postage-paid envelope we have provided or return
it to Vote Processing, c/o Broadridge, 51 Mercedes
Way, Edgewood, NY 11717.
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TO VOTE,
MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: |
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KEEP THIS PORTION
FOR YOUR RECORDS |
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DETACH AND RETURN THIS PORTION ONLY |
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
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The Board of Directors
recommends a vote FOR the
following: |
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For All |
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Withhold All |
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For All Except |
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To withhold authority to vote
for any individual nominee(s),
mark For All Except and write
the number(s) of the nominee(s)
on the line below. |
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o
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o
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o
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1.
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Election of Directors |
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Nominees |
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01
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Robert D. Buckingham |
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02 Dr. Jerry L. Gallentine
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03 Dr. Therese Kreig Crane |
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04 Dr. R. John Reynolds |
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05 Dr. Thomas D. Saban |
06
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David L. Warnock
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07 H. Edward Yelick |
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The Board of Directors recommends a vote FOR the following proposal: |
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For |
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Against |
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Abstain |
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2
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To ratify the appointment of Deloitte & Touche, LLP as our independent registered public
accounting firm for the fiscal year ending May 31, 2011. |
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o |
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o |
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o |
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NOTE: To transact such other business as may properly come before the annual meeting or any
postponement or adjournment of the meeting. |
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For address change/comments, mark here. (see reverse for instructions) |
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o |
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Yes |
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No |
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Please indicate if you plan to attend this meeting |
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o |
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o |
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Please sign exactly as your name(s)
appear(s) hereon. When signing as attorney, executor,
administrator, or other fiduciary, please give full title as
such. Joint owners should each sign personally. All holders
must sign. If a corporation or partnership, please sign in
full corporate or partnership name, by authorized officer.
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Signature
[PLEASE SIGN WITHIN BOX] |
Date |
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Signature (Joint Owners) |
Date |
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice &
Proxy Statement, Annual Report is/are available at www.proxyvote.com.
NATIONAL AMERICAN UNIVERSITY HOLDINGS, INC.
Annual Meeting of
Stockholders
October 26,
2010 9:00 A.M. MDT
This proxy is solicited by the Board of Directors
The stockholder(s) hereby appoint(s) Dr. Ronald L. Shape and Dr. Samuel D. Kerr, or either of them,
as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent
and to vote, as designated on the reverse side of this ballot, all of the shares of Common stock of
NATIONAL AMERICAN UNIVERSITY HOLDINGS, INC. that the stockholder(s) is/are entitled to vote at the
Annual Meeting of stockholder(s) to be held at 09:00 AM, MDT on 10/26/2010, at the Holiday
Inn-Rushmore Plaza, 505 North Fifth Street, Rapid City, South Dakota 57701, Conference rooms A-C,
and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in
the manner directed herein. If no such direction is made, this proxy will be voted in accordance
with the Board of Directors recommendations.
Your vote is important. Regardless of the number of shares you own and whether or not you plan to
attend the annual meeting in person, we urge you to read the proxy statement and vote using one of
the methods listed on the back of this proxy card. You may revoke your proxy at any time prior to
the annual meeting and delivery of your proxy will not affect your right to vote in person if you
attend the meeting.
Address change:
(If you
noted any Address Changes and/or Comments above, please mark corresponding box on the reverse side.)
Continued and to be signed on reverse side