PROXY STATEMENTANNUAL MEETING OF STOCKHOLDERSTO BE HELD ON DECEMBER 22, 2011
This Proxy Statement and the accompanying proxy card and notice of Annual Meeting are provided in connection with thesolicitation of proxies by and on behalf of the Board of Directors of K12 Inc., a Delaware corporation, for use at the annual meetingof stockholders to be held at the law firm of Latham & Watkins LLP, 555 Eleventh Street, NW, Suite 1000, Washington, DC 20004-1304, on Thursday, December 22, 2011, at 10:00 A.M., Eastern Time, and any adjournments or postponements thereof (the “AnnualMeeting”). “We,” “our,” “us,” “the Company,” and “K” each refer to K12 Inc. The mailing address of our principal executiveoffices is 2300 Corporate Park Drive, Herndon, VA 20171. This Proxy Statement, the accompanying proxy card and the notice of Annual Meeting will be made available on or about December 9, 2011, to holders of record as of November 10, 2011 of our commonstock, par value $0.0001 per share, or Common Stock.
VOTING SECURITIESRecord Date; Outstanding Shares; Shares Entitled to Vote
Our Board of Directors has fixed the close of business on November 10, 2011, as the Record Date for determining thestockholders entitled to notice of, and to vote at, the Annual Meeting. On the Record Date, we had 36,290,874 shares of CommonStock and 2,750,000 shares of Series A Special Stock convertible into 2,750,000 shares of Common Stock issued and outstanding.Stockholders of record on the Record Date will be entitled to one vote per share of Common Stock on any matter that mayproperly come before the Annual Meeting and any adjournments or postponements of the Annual Meeting.
Quorum and Vote Required
The presence, in person or by duly executed proxy, of stockholders representing a majority of all the votes entitled to be cast atthe Annual Meeting will constitute a quorum. If a quorum is not present at the Annual Meeting, we expect that the Annual Meetingwill be adjourned or postponed to solicit additional proxies.If a quorum is present, (1) the members of the Board of Directors must be elected by a plurality of votes properly cast at theAnnual Meeting; and (2) the proposals of an advisory vote on executive compensation, an advisory vote on the frequency of theadvisory vote on executive compensation, and for the ratification of the appointment of BDO USA, LLP as the Company’sindependent registered public accounting firm for the fiscal year ending June 30, 2012, or fiscal year 2012, and such other matters asmay properly come before the Annual Meeting or any adjournments or postponements of the Annual Meeting, must be approved bythe affirmative vote of a majority of the votes properly cast at the Annual Meeting. However in the event that no option for theproposal on the advisory vote on the frequency of an advisory vote on executive compensation receives the affirmative vote of amajority of the votes properly cast at the Annual Meeting, the Board of Directors will consider the option that receives the most votes.
Voting; Proxies; Revocation
Shares of our Common Stock represented at the Annual Meeting by properly executed proxies received prior to or at the AnnualMeeting, and not revoked prior to or at the Annual Meeting, will be voted at the Annual Meeting, and at any adjournments,continuations or postponements of the Annual Meeting, in accordance with the instructions on the proxies.If a proxy is duly executed and submitted without instructions, the shares of Common Stock represented by that proxy will bevoted:1•
Proposal 1, the election of the Board of Director nominees named in this Proxy Statement;