UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, DCD.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 orOR 15(d) of The

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 116, 2012

Date of Report (Date of earliest event reported)

Archipelago Learning, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-34555

27-0767387

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

3232 McKinney Avenue, Suite 400 Dallas, Texas		75204
3232 McKinney Avenue, Suite 400, Dallas, Texas	75204
(Address of principal executive offices)	(Zip Code)	~~(Zip Code)~~

~~(800)~~Registrant’s telephone number, including area code: 800-419-3191

~~(Registrant’s~~Not ~~telephone~~Applicable ~~number, including area code)~~

~~Check~~(Former ~~the appropriate~~name ~~box~~or ~~below~~former address, if ~~the~~changed ~~Form~~since ~~8-K~~last ~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A~~report.~~2. below~~):

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:

¨	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.~~02 Entry~~07 ~~into~~Submission of Matters to a ~~Material~~Vote ~~Definitive~~of ~~Agreement~~Security Holders.

~~On May 1, 2012,~~ Archipelago Learning, ~~LLC, a wholly owned subsidiary of Archipelago Learning,~~ Inc. (~~the~~ “~~Company~~Archipelago”) ~~through which~~held ~~the~~a ~~Company~~special ~~conducts~~meeting ~~its~~of ~~operations, amended and restated~~ its ~~employment~~stockholders ~~agreement~~on ~~with Ray Lowrey~~May 16, 2012 (the ~~Company’s~~“Special ~~Senior~~Meeting”). For ~~Technology~~more ~~Consultant~~information ~~and~~on ~~former~~the ~~Executive~~proposals ~~Vice~~considered ~~President~~at ~~and~~the ~~Chief~~Special ~~Technology~~Meeting, ~~Officer.~~please ~~Pursuant~~see to the ~~terms of the amendment, Mr. Lowrey~~Company’s ~~base~~proxy ~~salary~~statement ~~was reduced to $300,000 to account for his new position as Senior Technology Consultant. Payments to Mr. Lowrey upon termination were amended to be based~~ on anSchedule ~~amount~~14A ofdated ~~$345~~April 13,~~985,~~ ~~rather~~2012 ~~than~~and ~~his base~~filed ~~salary~~with ~~as set forth in~~ the ~~agreement.~~Securities ~~The term of the amended~~ and ~~restated~~Exchange ~~employment~~Commission. ~~agreement~~Below ~~will~~are ~~end on September 30, 2012, subject to earlier termination in accordance with~~ the ~~agreement~~final voting results.

There were present at the meeting, either in person or by proxy, 22,499,664 shares of Common Stock of the Company out of a total of 26,344,759 shares of Common Stock, issued, outstanding and entitled to vote as of the record date of April 11, 2012. This constituted 85.40% of the Company’s outstanding Common Stock entitled to vote at the meeting.


Proposal 1:		To adopt and approve the Agreement and Plan of Merger, dated as of March 3, 2012 (the “Merger Agreement”), by and among Archipelago, Plato Learning, Inc., and Project Cayman Merger Corp., as it may be amended from time to time.


	For			Against			Abstain

Common Stock		22,497,746			1,918			0
% of Voted		99.99	%		0.01	%		0.00	%
% of Outstanding		85.39	%		0.01	%		0.00	%


Proposal 2:		To approve, on a non-binding advisory basis, the compensation that may be paid or become payable to Archipelago’s named executive officers that is based on or otherwise relates to the merger contemplated by the Merger Agreement.


	For			Against			Abstain

Common Stock		21,338,900			444,026			716,738
% of Voted		94.84	%		1.97	%		3.19	%
% of Outstanding		80.99	%		1.69	%		2.72	%


Proposal 3:		To approve the adjournment or postponement of the special meeting to a later date, time and/or place if necessary or appropriate, to solicit additional proxies in the event that there are not sufficient votes at the time of the special meeting to adopt and approve the Merger Agreement.


	For			Against			Abstain

Common Stock		22,163,140			333,879			2,645
% of Voted		98.50	%		1.48	%		0.01	%
% of Outstanding		84.12	%		1.27	%		0.01	%

Item 9.01

Financial Statements and Exhibits

(cd) Exhibits

Exhibit No.		Description
10.l		Amended and Restated Employment Agreement, dated as of May 1, 2012, between Archipelago Learning, LLC and Ray Lowrey
99.1		Press Release of Archipelago Learning, Inc., dated May 16, 2012, announcing stockholder approval of its merger agreement with Plato Learning.
99.2		2012 Special Meeting of Stockholders Voting Results

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.

ARCHIPELAGO LEARNING, INC. /s/ Mark Dubrow Name: Mark Dubrow Title: Chief Financial Officer

~~Date:~~4 ~~May 11, 2012~~

~~EXHIBIT~~Exhibit Index ~~INDEX~~

Exhibit Number		Description of Exhibit
ExhibitNo.		Description
10.1		Amended and Restated Employment Agreement, dated as of May 1, 2012, between Archipelago Learning, LLC and Ray Lowrey
99.1		Press Release of Archipelago Learning, Inc., dated May 16, 2012, announcing shareholder approval of its merger agreement with Plato Learning.
99.2		2012 Special Meeting of Stockholders Voting Results

Archipelago Learning, Inc.

May 16, 2012

/s/ Mark S. Dubrow

Mark S. Dubrow

Chief Financial Officer

Filing Compare · Archipelago Learning, Inc.