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.  )

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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)

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5301 S. Highway 16, Suite 200
Rapid City, South Dakota 57701

September 23, 2011

Dear Stockholder:

You are cordially invited to attend the 2011 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, November 1, 2011.

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, 2012. 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 2011 ANNUAL MEETING OF STOCKHOLDERS

Date and Time:		Tuesday, November 1, 2011, at 9:00 a.m., Mountain Time
Place:		Holiday Inn-Rushmore Plaza, 505 North Fifth Street, Rapid City, South Dakota 57701, Conference rooms A-C
Items of Business:		1.    To elect seven directors to serve on our Board of Directors.
		2.    To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending May 31, 2012.
		3.    To transact such other business as may properly come before the annual meeting or any postponement or adjournment of the meeting.
Record Date:		You may vote if you were a stockholder of record of National American University Holdings, Inc. as of the close of business on September 7, 2011.
Proxy Voting:		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:

	1.		Attending the annual meeting and voting in person;
	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 31, 2011;
	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 31, 2011; or
	4.		By marking, dating, signing and returning the proxy card in the postage-paid envelope included in printed proxy materials.

		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.

		By Order of the Board of Directors
Rapid City, South Dakota		Samuel D. Kerr
September 23, 2011		Provost, Secretary and General Counsel

TABLE OF CONTENTS

		PAGE
GENERAL INFORMATION			1
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING			1
QUESTIONS AND ANSWERS ABOUT PROXY SOLICITATION			4
ADDITIONAL INFORMATION			4
CORPORATE GOVERNANCE			4
Director Independence			4
Board’s Role in Risk Oversight			5
Board Leadership Structure			5
Certain Relationships and Related Transactions			5
Board Committees and Their Functions			6
Audit Committee			6
Compensation Committee			6
Corporate Governance and Nominating Committee			7
Board Meetings and Attendance			7
Director Nomination Process			8
Communications with the Board of Directors			8
PROPOSAL NUMBER 1—ELECTION OF DIRECTORS			8
General Information			8
Board Voting Recommendation			9
Nominees and Directors			9
EXECUTIVE OFFICERS			11
EXECUTIVE AND DIRECTOR COMPENSATION			13
Compensation Philosophy and Guiding Principles			13
Compensation Consultant			14
Elements of Executive Compensation			14
Summary Compensation Table			15
Outstanding Equity Awards at Fiscal Year-End			19
Employment Agreements			20
Director Compensation and Benefits			21
Beneficial Ownership of Principal Stockholders, Directors and Management			22
Securities Authorized for Issuance Under Equity Compensation Plans			24
Section 16(a) Beneficial Ownership Reporting Compliance			24
Audit Committee Report			25
PROPOSAL NUMBER 2—RATIFICATION OF APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			25
Independent Registered Public Accounting Firm Fees and Services			26
Audit Committee Pre-Approval Policies and Procedures			26
Board Voting Recommendation			26
OTHER BUSINESS			27
STOCKHOLDER PROPOSALS FOR THE NEXT ANNUAL MEETING			27

NATIONAL AMERICAN UNIVERSITY HOLDINGS, INC.
5301 S. Highway 16, Suite 200
Rapid City, South Dakota 57701

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS—NOVEMBER 1, 2011

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 2011 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Tuesday, November 1, 2011, 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 23, 2011.

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:

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Elect the seven directors named in the proxy statement 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;

•

Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending May 31, 2012; and

•

Conduct 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.

In addition, management will report on the performance of our business and respond to questions from stockholders.

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 7, 2011, 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 26,886,071 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:

•

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.

How many votes are required to approve an item of business?

If a quorum is present at the Annual Meeting:

•

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.

•

The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending May 31, 2012 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 all of the items of business, except for 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?

•

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.

•

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.

•

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.

How does the Board recommend that I vote?

The Board recommends that you vote:

•

FOR the election of each of the seven director nominees named in this proxy statement; and

•

FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending May 31, 2012;

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:

•

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 31, 2011. 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:

•

FOR the election of the seven nominees for director as described in this proxy statement;

•

FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending May 31, 2012; and

•

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:

•

Submitting a later-dated proxy until 11:59 p.m. Eastern Time (9:59 p.m. Mountain Time) on October 31, 2011;

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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.

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.

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 “Investor Relations” 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.

Board’s 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 management’s 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 Company’s 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 director’s 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, 2011. Michael Buckingham’s compensation during that period was approximately $116,000, and Deborah Buckingham’s compensation during that period was approximately $60,000.

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. It is our policy that all directors should attend the Annual Meeting. All directors attended last year’s annual meeting of stockholders.

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 five regular meetings during the fiscal year ended May 31, 2011.

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 “Investor Relations” link and is available in print to any stockholder who requests it from our Corporate Secretary.

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 compensation committee also recommends the total compensation paid to non-management directors. As part of establishing compensation and benefits of our executive officers other than our Chief Executive Officer, our chief executive officer discusses with and recommends to the compensation committee compensation of executive officers other than himself and Dr. Jerry Gallentine, our President. The compensation committee has the authority to retain and terminate a consultant or other outside advisor on compensation matters and reviews and discusses with our Board of Directors corporate succession plans for the chief executive officer and other key officers. See the “Executive and Director Compensation” section of this proxy statement for additional information regarding our processes and procedures for the consideration and determination of compensation of our named executive officers.

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 Company’s 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 quarterly and annual achievement awards reward 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 our executive officers focus on increasing long-term 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 15 regular meetings during the fiscal year ended May 31, 2011.

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 “Investor Relations” 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 candidate’s 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 three regular meetings during the fiscal year ended May 31, 2011.

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 “Investor Relations” link and is available in print to any stockholder who requests it from our Corporate Secretary.

Board Meetings and Attendance

The Board held five regular meetings and no special meetings during the fiscal year ended May 31, 2011. 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”:

•

the name and address of the stockholder who intends to make the nomination;

•

the name and address of the candidate and a brief biographical sketch and resume;

•

the contact information for the candidate and a document evidencing the candidate’s willingness to serve as a director if elected; and

•

a signed statement confirming the submitting stockholder’s 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 May 30, 2012 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.

PROPOSAL NUMBER 1—ELECTION 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, 75, became chairman of our Board as of the closing of our transaction with Dlorah on 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. Buckingham’s 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 Company’s challenges, opportunities and operations.

Dr. Jerry L. Gallentine, 70, joined our Board and was appointed as our president as of the closing of our transaction with Dlorah on 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 and Schiller International University. Dr. Gallentine has over 45 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.

Dr. Gallentine’s 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, 61, 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. 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 to June, 2011, Dr. Crane served as a consultant for e-Luminate Group, an education consulting firm. Also, 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 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. Crane’s 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. Further, Dr. Crane’s experience as board members of other public companies adds expertise to our compensation and audit committees.

Dr. R. John Reynolds, 74, joined our Board as of the closing of our transaction with Dlorah on 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 42 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, 59, joined our Board as of the closing of our transaction with Dlorah on 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 24 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 as 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. Saban’s financial expertise in the education industry provides valuable specialized knowledge and financial and analytical skill to the Board.

David L. Warnock, 53, 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 The Princeton Review, a nationwide provider of test preparation services, CIBT School of Business & Technology Corp., a post-secondary institution in China, Questar Assessment, Inc., formerly Touchstone Applied Science Associates, which provides testing and assessment services for standardized testing, and Primo Water Company, a producer of purified water dispensers, all of which are Camden Partners’ portfolio companies. Mr. Warnock served as the chairman of Nobel Learning Communities, Inc., a nationwide provider of pre-K through 8th grade private schools, from September 2003 through February 2004. Mr. Warnock also has previously served on the boards of Concord Career Colleges from 1997 through 2006, Children’s 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 nation’s 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. Warnock’s considerable experience on other education industry boards brings significant corporate governance and leadership skills to our Board.

H. Edward Yelick, 77, joined our Board in March 2010. Mr. Yelick has served as a member of NAU’s 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 NAU’s 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 1—ELECTION OF DIRECTORS—Nominees and Directors.”

Name		Position
Dr. Ronald L. Shape		Chief Executive Officer, Chief Financial Officer
Dr. Samuel D. Kerr		Provost, Secretary and General Counsel
Venessa D. Green		Chief Financial Officer of NAU
Michaelle J. Holland		Regional President of NAU — East, Southeast and Midwest
Lisa L. Knigge		Regional President of NAU — West and Southwest
Dr. Robert A. Paxton		President of NAU — Distance Learning
Scott E. Toothman		Vice President of Institutional Support and Military Services for NAU
Michael Buckingham		President, Real Estate Operations

Dr. Ronald L. Shape, 44, was appointed as our chief executive officer and chief financial officer as of the closing of our transaction with Dlorah on 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 NAU’s 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.

Dr. Samuel D. Kerr, 51, was appointed as our provost, general counsel and secretary, as of the closing of our transaction with Dlorah on 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, 38, was appointed as 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 , 47, was appointed as the regional president of NAU-East, Southeast and Midwest in June 2007. From June 2002 to June 2007, she served as the regional president of NAU-Southeast. Since becoming a regional president, Ms. Holland supervised the opening of NAU’s first nursing program as well as opening an education site in Wichita, Kansas and education centers in Minnetonka, Minnesota, and Lee’s 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 bachelor’s degree in Business Administration from NAU.

Lisa L. Knigge, 49, was appointed as the regional president of NAU-West and Southwest in January 2008, where she oversees operations for Denver, Colorado, Colorado Springs, Colorado, Austin, Texas, Dallas, Texas, Albuquerque, New Mexico, and Rio Rancho, New Mexico. Ms. Knigge has served as the regional president for the Austin and Albuquerque campuses since April 2007. From 1993 to March, 2007, she served as NAU’s New Mexico campus director and regional president. Prior to 1993, Ms. Knigge held various positions in the education sector, including in areas of admissions and student finance. 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, 55, was appointed as 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.

Scott E. Toothman, 59, was appointed as the 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 NAU’s 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, 53, was appointed as the president of our real estate operations as of the closing of our transaction with Dlorah on 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.

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, and at the same time rewards performance of our senior management. To that end, we seek to set base salaries of our executive officers at levels that are comparable with that of executive officers at other comparable companies, who have similar job descriptions, responsibilities and qualifications, such as experience and education level. We also compare base salaries of our executive officers to those individuals at the Company with similar or the same job titles, responsibilities, performance expectations, years of service at the Company, experience and education level. We may also adjust an executive officer’s base salary from year-to-year based on his or her achievement of subjective performance factors, such as providing effective day-to-day leadership and management of the university’s operations, developing strategic business plans, motivating and coordinating a high performance management team, and supervising quality control systems of the university’s academic programs. Our compensation committee of the Board also considers whether such executive consistently met or exceeded his or her key operational targets, such as net income. In considering these factors, our compensation committee of the Board does not allocate additional weight to one factor over an another in setting base salary, but rather takes the various factors and reviews into consideration as a whole. Through this process, we seek to set base salaries of our executive officers that are both competitive and fair.

We also incorporate certain components into our executive compensation to incentivize our executives to achieve certain financial performance targets on a quarterly and annual basis, such as profit margins and net income. The financial performance targets contained in such formulas are configured to reward achievement of financial goals that reflect successful growth in revenue, increase in profitability, and efficient management of receivables. In setting these goals, the compensation committee of the Board may offer greater reward for achieving one metric over another depending on the level of importance it attaches to one factor over another. For example, the committee may provide additional reward for achieving profitability and growth over receivable realization goals, if it determines that such factors are more central to our strategic plan. Review of such metrics and weighing of each factors are conducted on an annual basis. Such a compensation system, we believe, not only encourages hard work, but also simplifies and makes more transparent our pay structure.

Dr. Ronald L. Shape, our chief executive officer, on an annual basis makes recommendations to the compensation committee of our Board of the base salaries of our executive officers, other than for himself and Dr. Jerry Gallentine, our President. The compensation committee also consults with Dr. Shape in identifying key operational targets of the Company and determining appropriate individual performance metrics for the executive officers for the following fiscal year.

Consistent with our compensation philosophy, the executive compensation program has been specifically designed to achieve the following objectives:

•

Meet the demands of the market. Provide an attractive combination of salary and annual long-term compensation at competitive levels among our peers who provide similar educational services in the markets we serve, 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.

•

Aligning with Stockholders. 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 awards are granted with time-based vesting, we believe these awards also aid in the retention of our executive officers.

•

Driving Performance. Structure executive compensation around the attainment of both company-wide and individual targets that further the Company’s long-range goals. Link executive pay to attainment of both company-wide and individual targets to further and reward achievement of Company’s long-range goals.

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 Company’s compensation against the compensation earned at comparable companies may not always be appropriate, but it believes that engaging in a comparative analysis of the Company’s compensation practices is a useful tool to understand the competitiveness of the compensation it pays its executive officers. This benchmarking indicated that the Company’s compensation of its executive officers was at or below the median of executives with similar roles at the peer companies. The compensation committee did not retain an outside consultant to determine 2010 and 2011 compensation, in part because base salaries of the executive officers were determined by employment agreements.

For assistance with fiscal 2012 compensation, during 2011 the compensation committee engaged Aon Hewitt, an executive compensation consultant, to provide it with information regarding compensation of named executive officers and non-executive officers. Aon Hewitt was asked by the committee to review and provide feedback regarding management’s analysis of compensation-related data and to provide information regarding competitive compensation values of long-term incentive compensation to assist the committee in determining the design of our long-term equity award program for fiscal 2012. We modified our executive officers’ compensation plans for fiscal year 2012, which began June 1, 2011.

Elements of Executive Compensation

The compensation program for our executive officers is comprised primarily of three elements: base salary, quarterly and annual incentives, and long-term equity awards.

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) individual’s performance and contribution to the long-range goals of the Company’s recent operating results, and (ii) review of salaries in the market survey data and for similar positions for the comparable companies.

Quarterly and Annual Incentives. We have placed an emphasis on performance-based quarterly and annual incentives that are designed to reward our executive management team based on the achievement of specific performance measures and goals. We believe quarterly and annual performance-based pay furthers our compensation philosophy and objectives by focusing our executive officers on corporate goals, encouraging continuous quality improvement and providing straightforward awards. The target for quarterly and annual incentive pay for our executive officers is expressed as a percentage of base salary.

Long-Term Equity Awards. 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 provides long-term equity awards 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 stock options, non-qualified stock options, restricted stock and other types of long-term equity 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. For example, we pay expenses of Dr. Gallentine’s remote office and travel expenses to and from his remote office. Dr. Gallentine may perform his duties as President while spending up to one-half of each calendar month at his office located in northwestern Kansas or such other location approved by our Chairman of the Board. Although the office is provided by Dr. Gallentine, we pay the operational expenses of utilities, internet charges and telephone charges of his office and for the use of the Company plane for his travel to and from his remote office. These additional benefits provided to Dr. Gallentine did not exceed $25,000 in aggregate in either of the past two fiscal years.

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 2011 and 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 2011 (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 2010 consist of compensation they received from Dlorah, prior to and after November 23, 2009.

Summary Compensation Table

																		Non-Equity
														Option				Incentive Plan				All Other
						Salary				Stock Awards				Awards				Compensation				Compensation
Name and Title		Fiscal Year				($)				($)				($)				($)(1)				($)				Total ($)
Dr. Ronald L. Shape			2011				380,000				0				0				634,961				141,383	(2)			1,156,344
Chief Executive Officer and Chief Financial Officer			2010				229,583				1,137,500	(3)			0				210,041				214,909	(4)			1,792,033
Dr. Jerry L. Gallentine			2011				150,000				0				0				0				76,832	(5)			226,832
President			2010				238,270				512,500	(6)			0				620,105				128,133	(7)			1,499,008
Michaelle Holland			2011				172,279				46,920	(8)			36,982	(9)			253,314				12,221	(10)			521,716
Regional President for the East and Southeast Regions			2010				163,724				111,625	(11)			0				381,993				70,520	(12)			727,862

Base Salaries

Our named executive officers’ compensation was determined, in part, by arrangements in effect between Dlorah and such named executive officers. The base salaries of Dr. Gallentine and Dr. Shape were determined pursuant to their employment agreements that are described below under the heading “Employment Agreements.” In setting the annual base salary of our regional presidents, including Ms. Holland, the compensation committee of our Board of Directors considers base salaries of other officers of similar ranks at the Company and compares responsibilities of the position, performance expectations, years of service, experience and education level. The compensation committee of our Board of Directors does not have a predetermined formula or metric in comparing these factors, but generally sets a base salary it believes to be competitive but fair for each regional president, vice president and president of distance learning, based on the recommendations made by our chief executive officer. The amount of base salary paid to each named executive officer for the fiscal years ended May 31, 2011 and 2010, is reported in the column captioned “Salary” of the “Summary Compensation Table” above.

Stock Awards

We granted restricted stock units to one of our named executive officers, Ms. Holland, in fiscal year 2011 as a component of her executive compensation. No restricted stock was granted to any of our named executive officers in fiscal year 2011.

Awards of restricted stock units having a value equal to an identical number of shares of common stock may be granted either alone or in addition to other awards granted under the 2009 Plan. The compensation committee determines the terms and conditions of restricted stock units, including conditions for vesting that must be satisfied, which include a performance-based component. The holder of a restricted stock unit award will not have voting rights with respect to the award.

For Dr. Gallentine and Dr. Shape, the vesting of the restricted stock granted in fiscal 2010 is dependent upon the Company achieving a 10% net profit or more of the Gross Profit performance goal and the grantee’s continued employment with the Company at each fiscal year end. If the performance target is not met in any of the three fiscal years, any unvested shares would be rolled over and become eligible for vesting in the following fiscal year. The restricted stock awards vesting schedule for Drs. Gallentine and Shape is set forth below.

Fiscal year						Vesting Schedule, upon
ending						Achievement of Performance
May 31				Performance Targets		Targets
2010				(i) Net Profit of 10% or more of the Gross Profit; and (ii) Grantee employed by the Company			1/3
2011				(i) Net Profit of 10% or more of the Gross Profit; and (ii) Grantee employed by Company			1/3
2012				(i) Net Profit of 10% or more of the Gross Profit; and (ii) Grantee employed by the Company			1/3

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.

For Ms. Holland’s restricted stock granted in fiscal 2010, the vesting of this restricted stock on May 31, 2010, was dependent upon the Company achieving a fiscal year net profit of 15% or more and the grantee’s continued employment with the Company at May 31, 2010 as set forth below.

Fiscal year						Vesting Schedule, upon
ending						Achievement of Performance
May 31				Performance Targets		Targets
2010				(i) Net Profit of 15% or more of the Gross Profit; and (ii) Grantee employed by the Company			100	%

For Ms. Holland, the vesting of the restricted stock units on May 31, 2011, was dependent upon the Company achieving a fiscal year EBIT margin of 18% or more and the grantee’s continued employment with the Company at May 31, 2011 as set forth below.

Fiscal year						Vesting Schedule, upon
ending						Achievement of Performance
May 31				Performance Targets		Targets
2011				(i) Net Profit of 18% or more of the Gross Profit; and (ii) Grantee employed by the Company			100	%

Annual and Quarterly Incentives

Dr. Ronald L. Shape. For the fiscal year ended May 31, 2011 and pursuant to his employment agreement described below, Dr. Shape was eligible to receive a cash payment equal to 0.1% of Dlorah’s total revenue if Dlorah achieved an operating ratio equal to 90%, and a cash payment equal to between 0.1% and 1.0% of Dlorah’s total revenue if Dlorah achieved an operating ratio between 80% to 90%, prorated in accordance with the schedule set forth in the Chief Executive Officer Incentive Compensation Plan dated effective as of June 1, 2010. For the fiscal year ended May 31, 2010, Dr. Shape was eligible to receive an incentive award if NAU achieved a certain profit margin percentage, net of adjustments, or attained certain quarterly collections percentage or credit hour growth rate. Under his annual profit margin percentage incentive, Dr. Shape was eligible to receive 0.05% to 0.15% of the profit margin in the form of a cash payment for NAU achieving an annual profit margin, net of adjustments, of 15% to 17% or more. For fiscal year 2010, Dr. Shape was also eligible to receive additional cash 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 quarter’s gross profit, depending on the percent collected. Lastly, for fiscal year 2010, Dr. Shape was eligible to receive additional cash compensation for NAU campus generating credit hour growth percentages, compared to the percentages in each quarter to the same quarter of the prior year. The merit pay would be calculated by multiplying the prior quarter’s gross profit by the following corresponding merit percentages: credit hour growth of 5% to 9.99% would allow for a .04% merit award; credit hour growth of 10% to 14.99% would allow for a ..06% merit award; and credit hour growth of 15% or more would allow for a .08% merit award. Under these formulas, for the fiscal years ended May 31, 2011 and 2010, Dlorah awarded Dr. Shape $634,961 and $210,041, respectively, in total cash incentives.

Dr. Jerry L. Gallentine. Pursuant to his employment agreement described below, Dr. Gallentine was eligible for an annual incentive based on NAU achieving certain performance targets for fiscal years ended May 31, 2010. For fiscal 2010, Dr. Gallentine was eligible to receive a cash payment equal to 0.1% of NAU’s annual revenues, net of adjustments, if the net profit margin equaled 10%, a pro rated award from 0.1% to 1.0% of NAU’s annual revenues, net of adjustments, if the net profit margin equaled 10.01% to 14.00%, or a cash payment equal to 1% of NAU’s 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 year ended May 31, 2010, Dlorah awarded $620,105, in total annual incentives to Dr. Gallentine. For fiscal 2011, Dr. Gallentine was eligible for a discretionary bonus of which none was paid.

Michaelle J. Holland. Pursuant to her compensation arrangement, Ms. Holland was eligible for a quarterly and annual incentive based on achieving certain performance objectives and targets for NAU’s East and Southeast regions for the fiscal year ended May 31, 2010 and for NAU’s East, Southwest and Midwest regions for the fiscal year ended May 31, 2011. NAU’s East, Southeast and Midwest regions include education centers located in Minnesota, Missouri, Kansas, Nebraska, Oklahoma, and South Oakota. For the fiscal years ended May 31, 2011 and 2010, the Company awarded cash payments equal to Ms. Holland for achieving certain goals in respect of the targeted goals in each of the Company’s fiscal quarters in respect of pre-tax profit, cash flow, enrollment and academic quality assessment for the educational centers located in NAU’s East, Southeast and Midwest regions.

For fiscal year 2011, under the first component, we awarded 2% of her annual base salary for achieving 100% pre- and post-assessment administration. Second, we awarded 3% of her annual base salary whenever the pre-tax profit margins budgeted in accordance with our regional strategic plans were achieved for the quarter. Third, whenever our target rates of collections of our outstanding accounts receivable for each month in the quarter were met, we awarded 2% of her annual base salary. Fourth, we awarded 3% of her annual base salary for each applicable quarter if enrollment figures including on-line enrollments and regional based graduate enrollments for the quarter exceeded the comparable data from the corresponding quarter in the prior year by 15%. Finally, we awarded Ms. Holland an incentive bonus equal to 5% of the actual net income minus budgeted net income for the East, Southeast and Midwest regions.

For fiscal year 2010, under the first component, we awarded 3% of her annual base salary whenever the pre-tax profit margins budgeted in accordance with our regional strategic plans were achieved for the quarter. Second, whenever our target rates of collections of our outstanding accounts receivable for each month in the quarter were met, we awarded 2% of her annual base salary. Third, we awarded 3% of her annual base salary for each applicable quarter if the enrollment growth exceeded prior year figures by the margin determined in accordance with our regional strategic plans and we awarded an additional 2% of her annual base salary in each quarter for ensuring collection and delivery of our required student performance assessment exams for the regions at the times required by the university’s policy. Finally, we awarded Ms. Holland a cash payment equal to 5% of the actual net income minus budgeted net income for the East and Southeast regions.

Based on these formulas, for the fiscal years ended May 31, 2011 and 2010, Dlorah awarded to Ms. Holland total annual incentives of $253,314 and $381,993, respectively.

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, 2011:

Outstanding Equity Awards at Fiscal Year-End

Option Awards

Stock Awards

Equity

Equity

Incentive Plan

Incentive Plan

Awards:

Awards:

Number of

Number of

Market or

Number of

Securities

Unearned

Payout Value

Securities

Underlying

Shares, Units

of Unearned

Underlying

unexercised

or Other

Shares, Units

Unexercised

unearned

Option

Rights That

or Other

Options

options

Exercise

Option

Have Not

Rights That

Name

(#)

(#)

Price ($)

Expiration Date

Vested (#)

Have Not Vested ($)

Dr. Ronald L. Shape

0

0

41,667

(1)

313,753

(3)

Dr. Jerry L. Gallentine

0

0

20,833

(2)

156,872

(3)

Michaelle Holland

0

10,500

(4)

9.35

06/18/2020

0

0

Employment Agreements

Dlorah, our wholly-owned subsidiary, currently has employment agreements with Dr. Gallentine and Dr. Shape.

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. Gallentine’s base salary was adjusted to $150,000 per year beginning on April 15, 2010. Dr. Gallentine was 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. Gallentine’s 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. Gallentine’s 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. Gallentine’s 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 June 1, 2010, which replaced and superseded all of Dr. Shape’s prior employment agreements with Dlorah. We entered into this employment agreement with Dr. Shape, partially in response to a benchmarking report previously prepared for Dlorah indicating Dr. Shape’s compensation was at or below the median of executives with similar roles at peer companies. Dr. Shape’s June 2010 employment agreement continued until termination of Dr. Shape’s employment pursuant to the agreement. Dr. Shape’s June 2010 employment agreement provided for an annual base compensation of $380,000, which was subject to review and change from time to time by the Company’s Board of Directors. Dr. Shape was also entitled to receive the annual incentives described above.

On August 29, 2011, Dr. Shape entered into a new executive employment agreement, dated effective as of June 1, 2011, with Dlorah, which replaced and superseded all of Dr. Shape’s prior employment agreements with Dlorah. The term of Dr. Shape’s employment agreement continues on an at-will basis until terminated by either party upon 24 months advance written notice. The employment agreement provides for an initial annual base compensation of $427,500 that is subject to review and change from time to time by the Board and allows Dr. Shape to participate in any bonus and incentive plans and any stock ownership or stock option plans or programs the Company may adopt for its executives. The employment agreement also provides that Dr. Shape is entitled to participate in the Company’s benefit programs for its employees, to receive customary and usual fringe benefits for its executives, to take up to five weeks paid time off and to be reimbursed for his business expenses. In the event that Dr. Shape’s employment is terminated by the Company without “cause” or by Dr. Shape for “good reason” (as those terms are defined in the employment agreement), Dr. Shape will be entitled to (i) his base salary then in effect, prorated to the date of termination, (ii) the remaining installments, if any, for any bonus earned for the year prior to the year in which the termination occurs, (iii) severance pay in a gross amount equal to 24 months of annualized base salary at the time of termination, plus a pro rata portion of any bonus or incentive compensation Dr. Shape would have earned had he been employed for the full fiscal year in which his employment terminates, but only if the annual performance metrics for that year were achieved, and (iv) COBRA and continuation premiums for monthly health and dental insurance to continue the coverage in effect at termination for Dr. Shape and his dependents for a period of twelve months following termination. The employment agreement includes an agreement by Dr. Shape that he will not disclose any confidential information of the Company at any time during or after employment. In addition, the covenant not to compete set forth in the employment agreement will terminate 15 months after termination of Dr. Shape’s employment with the Company.

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 Board’s 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, 2011, with the exception of Mr. David Warnock who declined to receive Board compensation, non-employee directors of the Company received a retainer, pro-rated at $30,000 annum. In addition, each non-employee director receives restricted stock on an annual basis in an amount equal to $5,000 based on the closing price of our common stock on the date of grant. This restricted stock vests over a one-year period provided that the director continues to serve as a director of the Company on such date. No restricted stock was granted to the directors during fiscal year 2011. The Company’s 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 2011:

Director Compensation

		Fees Earned or				All Other
		Paid in Cash				Compensation				Total
Name		($)				($)(1)				($)
Dr. Therese K. Crane			34,000	(2)			5,877				39,877
Dr. R. John Reynolds			40,000	(3)			6,916				46,916
Dr. Thomas D. Saban			45,000	(4)			6,638				51,638
David L. Warnock			0				6,638				6,638
H. Edward Yelick			35,000	(5)			6,638				41,638
Robert Buckingham			80,000				10,755				90,755

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 7, 2011 by:

	•		each person or entity known by us to own beneficially more than 5% of our outstanding common stock;
	•		each of our directors;

•

each of our named executive officers; and

•

all of our directors and executive officers as a group.

As of September 7, 2011, we had 26,886,071 shares of common stock issued and outstanding.

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			11,062,537	(1)			40.3	%
Robert D. Buckingham Living Trust			3,457,864				12.9	%
Camden Learning, LLC			1,999,449	(2)			7.4	%
T. Rowe Price Associates, Inc.			1,997,603	(3)			7.4	%
Ashford Capital Management, Inc.			1,785,343	(4)			6.6	%
Capital World Investors			1,515,000	(5)			5.6	%
TimesSquare Capital Management, LLC			1,768,900	(6)			6.6	%
D.F. Dent & Company, Inc.			1,326,899	(7)			4.9	%
Robert D. Buckingham
Chairman of the Board of Directors			14,520,401	(8)			52.9	%
David L. Warnock Director			1,999,449	(9)			7.4	%
Dr. Ronald L. Shape Chief Executive Officer and Chief Financial Officer			153,902				*
Dr. Jerry L. Gallentine President and Director			63,000				*
Dr. Samuel D. Kerr Provost, Secretary and General Counsel			19,412				*
Michaelle Holland Regional President for the East and Southeast			15,242				*
Dr. Therese K. Crane Director			32,080				*
Dr. Thomas D. Saban Director			972				*
Dr. R. John Reynolds Director			972				*
H. Edward Yelick Director			1,472				*
All directors and executive officers as a group (of 10 individuals)			16,806,902				61.2	%

Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets forth certain information about our common stock that may be issued upon the exercise of options, warrants and rights under all of our compensation plans (including individual compensation arrangements) under which our equity securities are authorized for issuance as of May 31, 2011, including our 2009 Stock Option and Compensation Plan.

Number of

securities

remaining

available for

Number of

future issuance

securities to

under

be

equity

issued upon

compensation

exercise of

plans

outstanding

Weighted-average

(excluding

options,

exercise price of

securities

warrants

outstanding options,

reflected in

and rights

warrants and rights

column (a))

Plan category

(a)

(b)

(c)

Equity compensation plans approved by security holders (1)

2009 Incentive Plan

163,000

$

6.31

(2)

1,137,000

163,000

$

6.31

(2)

1,137,000

Section 16(a) Beneficial Ownership Reporting Compliance

Based on our review of reports filed with the SEC by our directors, executive officers and beneficial owners of more than 10 percent of our common stock regarding their ownership and transactions in our common stock, we believe that each executive officer, director and 10 percent beneficial owners complied with all filing requirements in a timely manner under Section 16(a) of the Securities Exchange Act of 1934, as amended, during fiscal 2011, except for two late Form 4s filed with the SEC by Mr. Robert D. Buckingham and H. & E. Buckingham Limited Partnership on May 10, 2011 with respect to warrants exercised by H. & E. Buckingham Limited Partnership on April 13, 2011 and April 20, 2011.

Audit Committee Report

Our audit committee is responsible for retaining the Company’s 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 Company’s internal auditor and independent registered public accounting firm.

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 Company’s audited financial statements to accounting principles generally accepted in the United States. The audit committee’s responsibility is to monitor and oversee these processes.

In connection with our consolidated financial statements for the fiscal year ended May 31, 2011, the audit committee has:

•

reviewed and discussed the audited financial statements and the fair and complete presentation of the Company’s results with management and representatives of Deloitte & Touche LLP, our independent registered public accounting firm for fiscal 2011;

•

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

•

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 LLP’s 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 Company’s Board that the Company’s audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2011 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 2—RATIFICATION 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, 2011 and has further directed that management submit the selection of Deloitte for ratification by stockholders at the annual meeting. Deloitte audited our financial statements as of and for the year ended May 31, 2011. 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.

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 years ended May 31, 2011 and 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 Deloitte during fiscal years 2011 and 2010, respectively. The fees listed below were pre-approved by our audit committee.

Service Type		Fiscal 2011				Fiscal 2010
Audit Fees (1)		$	448,530			$	285,155
Audit-Related Fees			0				0
Tax Fees (2)			10,070				5,800
All Other Fees (3)			21,412				324,719
Total		$	480,012			$	615,674

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 Deloitte’s 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.

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, 2012.

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 2012 Annual Meeting of Stockholders and to be included in our proxy statement for that meeting must comply with all applicable rules and regulations of the SEC and be received in writing by the Corporate Secretary of the Company at 5301 S. Highway 16, Suite 200, Rapid City, South Dakota 57701 no later than May 30, 2012. Stockholders who intend to present a proposal at the 2012 Annual Meeting of Stockholders without including such proposal in our proxy statement must provide notice of such proposal no later than August 13, 2012 in writing to the Corporate Secretary of the Company at 5301 S. Highway 16, Suite 200, Rapid City, South Dakota 57701. If any matters properly come before our 2012 Annual Meeting of Stockholders, but we did not receive notice of it prior to August 13, 2012, the persons named in our proxy card for that Annual Meeting will have the discretion to vote the proxies on such matters in accordance with their best judgment.

By Order of the Board of Directors

Dr. Samuel D. Kerr
Corporate Secretary
September 23, 2011

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2011 ANNUAL
MEETING OF STOCKHOLDERS TO BE HELD ON NOVEMBER 1, 2011.

Our Proxy Statement for the 2011 Annual Meeting of the Stockholders and Annual Report for the year ended May 31, 2011 are available at http://www.proxyvote.com.

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