a50470141.htm
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)
 
November 7, 2012
_______________
 
DEVRY INC.
(Exact name of registrant as specified in its charter)
_______________
 
     
Delaware
1-13988
36-3150143
(State of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
   
3005 Highland Parkway
Downers Grove, Illinois
60515
(Address of principal executive offices)
(Zip Code)
 
(630) 515-7700
(Registrant’s telephone number, including area code)
 
N/A
(Former name or former address, if changed since last report)
 
_______________
 
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 5.03
Amendments to Articles of Incorporation or Bylaws; Change to Fiscal Year.
 
DeVry Inc. (“DeVry”) held its Annual Meeting of Shareholders on November 7, 2012 (the “Annual Meeting”).  For more information on the proposals presented at the meeting, see the Proxy Statement, the relevant portions of which are incorporated herein by reference.
 
At the Annual Meeting, shareholders approved an amendment to DeVry’s Restated Certificate of Incorporation (the “Amendment”) to declassify DeVry’s Board of Directors by 2015.  The Amendment was filed with the Secretary of State of the State of Delaware on November 7, 2012 became effective immediately upon filing.
 
 
Item 5.07
Submission of Matters to a Vote of Security Holders.
 
The shareholders elected each of the four nominees as Class III Directors to serve until the 2015 Annual Meeting of Shareholders or until their successors are elected and qualified:

Director
Affirmative Votes
Votes Withheld
Broker
Non-Votes
 
Darren R. Huston
53,295,033
903,356
4,142,609
 
William T. Keevan
52,685,036
1,513,353
4,142,609
 
Lyle Logan
53,189,120
1,009,269
4,142,609
 
Alan G. Merten
53,054,741
1,143,648
4,142,609
 
The shareholders ratified the appointment of PricewaterhouseCoopers, LLP as the independent registered public accounting firm for DeVry for fiscal year 2013:

Affirmative Votes
Votes Against
Abstain
Broker
Non-Votes
57,674,340
643,230
23,428
N/A
 
The shareholders approved the amendment of DeVry’s Restated Certificate of Incorporation to declassify DeVry’s Board of Directors by 2015:

Affirmative Votes
Votes Against
Abstain
Broker
Non-Votes
54,132,276
22,809
43,304
4,142,609

The shareholders in an advisory vote approved the compensation of DeVry’s named executive officers, as described in DeVry’s Proxy Statement:

Affirmative Votes
Votes Against
Abstain
Broker
Non-Votes
53,548,735
610,044
39,610
4,142,609

 
 
 
 

Item 9.01
Financial Statements and Exhibits.
 
3.1           Amendment to Restated Certificate of Incorporation, dated November 7, 2012
 
 
 
 
 
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 hereunto duly authorized.
 
       
 
DEVRY INC.
  
 
(Registrant)
  
       
Date: November 7, 2012
By:
/s/ Patrick J. Unzicker
  
   
Patrick J. Unzicker
  
   
Vice President, Finance and Chief
Accounting Officer
  
 
 
 
 
 
EXHIBIT INDEX

Exhibit
Number
Description
3.1
Amendment to Restated Certificate of Incorporation, dated November 7, 2012.