UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 8, 2012
 
Capella Education Company
(Exact name of registrant as specified in its charter)

	

Minnesota	 	001-33140	 	41-1717955	
(State or other jurisdiction
of incorporation)	 	(Commission
File Number)	 	(IRS Employer
Identification No.)	

	

225 South 6 th  Street, 9 th  Floor
Minneapolis, Minnesota	 	55402	
(Address of principal executive offices)	 	(Zip Code)	
Registrant’s telephone number, including area code (888) 227-3552
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

		
¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)	

		
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)	

		
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))	

		
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))	

 

		
Item 5.07.	Submission of Matters to a Vote of Security Holders.	

On May 8, 2012, we held our annual meeting of shareholders in Minneapolis, Minnesota. Set forth below are the final voting results on each matter submitted to a vote of security holders at our annual meeting. Each proposal is described in detail in our proxy statement filed on March 23, 2012 for our for 2012 annual meeting.

Proposal No. 1     The election of 11 Directors to serve one-year terms

							
Director's Name	For	Withhold Authority	Broker Non-Votes	
J. Kevin Gilligan	11,439,302		124,354		642,498		
Mark N. Greene	11,555,785		7,871		642,498		
Michael A. Linton	11,418,302		145,354		642,498		
Michael L. Lomax	11,475,765		87,891		642,498		
Jody G. Miller	10,713,186		850,470		642,498		
Hilary C. Pennington	11,555,795		7,861		642,498		
Stephen G. Shank	11,551,409		12,247		642,498		
Andrew M. Slavitt	11,413,302		150,354		642,498		
David W. Smith	11,403,690		159,966		642,498		
Jeffrey W. Taylor	11,418,258		145,398		642,498		
Darrell R. Tukua	11,555,301		8,355		642,498		

Proposal No. 2     To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ended December 31, 2012

							
 	For	Against	Abstain	
Total Shares Voted	12,165,934		38,724		1,496		

Proposal No. 3     Advisory vote on the executive compensation of our named executive officers

									
 	For	Against	Abstain	Broker Non-Votes	
Total Shares Voted	9,855,506		1,241,556		8,140		642,498		

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	

 	 	 	 	CAPELLA EDUCATION COMPANY	
 	 	 	 	
Date: May 11, 2012	 	 	 	By	 	/s/ Gregory W. Thom	
 	 	 	 	 	 	Gregory W. Thom	
 	 	 	 	 	 	Senior Vice President, General Counsel and Secretary