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~~August 232, 2018

Cambium Learning Group, Inc.

(Exact name of registrant as specified in its charter)



Delaware	001-34575	27-0587428
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)



17855 Dallas Parkway, Suite 400, Dallas, Texas	75287
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (888) 399-1995

Not Applicable

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:



¨	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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).



	Emerging growth company	¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.0703 ~~Submission~~Amendments to Articles of ~~Matters~~Incorporation toor aBylaws; ~~Vote~~Change ofin ~~Security~~Fiscal ~~Holders~~Year.

On ~~May~~August 232, 2018, ~~Cambium Learning Group, Inc. (~~the ~~“Company”)~~Board ~~held~~approved ~~its~~an ~~Annual~~amendment ~~Meeting~~to ~~of Stockholders (~~the ~~“Annual~~Company's ~~Meeting”) at which the stockholders voted upon (i) the election of David F. Bainbridge~~Bylaws, ~~Walter~~effective G.August ~~Bumphus~~2, ~~John Campbell~~2018, ~~Clifford~~to K.add ~~Chiu,~~a ~~Carolyn~~forum ~~Getridge,~~selection ~~Thomas~~provision ~~Kalinske, Jeffrey T. Stevenson, and Joe Walsh~~ as ~~directors~~a tonew ~~the~~Section ~~Company’s~~8.10 ~~Board~~ of ~~Directors for one-year terms and (ii)~~ the ~~ratification of Whitley Penn LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018~~Bylaws.

~~The~~Section ~~Company~~8.10 ~~had~~provides 47that,~~073~~ to the fullest extent permitted by law,~~166~~ ~~shares~~and unless the Board approves the selection of ~~common~~an ~~stock~~alternative ~~outstanding~~forum, atthe ~~March~~Court 26of Chancery of the State of Delaware (or, ~~2018~~if the Court of Chancery does not have jurisdiction, another state or federal court located in the ~~record~~State ~~date~~of Delaware), shall be the sole and exclusive forum for: (i) any derivative action or proceeding brought in the ~~Annual~~name ~~Meeting. At~~or right of the ~~Annual~~Corporation ~~Meeting~~or on its behalf, ~~holders~~(ii) any action asserting a claim for breach of a ~~total~~fiduciary duty owed by any current or former director, officer or stockholder in such capacity to the Corporation or the Corporation’s stockholders, (iii) any action arising or asserting a claim arising pursuant to any provision of 45the General Corporation Law of the State of Delaware (the "DGCL") or any provision of the Certificate of Incorporation or these Bylaws or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware or (iv) any action asserting a claim governed by the internal affairs doctrine,~~275~~ including,~~328~~ ~~shares~~without limitation, any action to interpret, apply, enforce or determine the validity of ~~common~~the ~~stock~~Certificate ~~were~~of ~~present~~Incorporation inor these Bylaws. Any person or ~~represented~~entity bypurchasing ~~proxy~~or otherwise acquiring or holding any interest in securities of the Corporation shall be deemed to have notice of and consented to the provisions of this Section 8. ~~The~~10. ~~following~~To ~~sets~~the ~~forth~~fullest ~~information~~extent ~~regarding~~permitted by applicable law, if any action the ~~results~~subject matter of which is within the ~~voting~~scope atof these Bylaws is filed in a court other than as specified above in the ~~Annual~~name ~~Meeting:~~of any stockholder, such stockholder shall be deemed to have consented to (a) the personal jurisdiction of the Court of Chancery of the State of Delaware, another court in the State of Delaware or the federal district court in the District of Delaware, as appropriate, in connection with any action brought in any such court to enforce these Bylaws and (b) having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the action as agent for such stockholder.

~~Proposal 1:~~ The ~~shareholders~~Company’s ~~voted~~Bylaws, ~~to elect the following individuals~~ as ~~directors~~amended toand ~~the~~restated ~~Company’s~~on ~~Board~~August of2, ~~Directors~~2018, ~~for~~are afiled ~~one-year~~as ~~term~~Exhibit ~~with~~3.1 ~~the votes shown:~~hereto.

	For	Withheld	Broker Non-Vote
David F. Bainbridge	36,171,788	4,666,340	4,437,200
Walter G. Bumphus	36,076,680	4,761,448	4,437,200
John Campbell	36,558,395	4,279,733	4,437,200
Clifford K. Chiu	36,075,785	4,762,343	4,437,200
Carolyn Getridge	35,146,976	5,691,152	4,437,200
Thomas Kalinske	37,154,085	3,684,043	4,437,200
Jeffrey T. Stevenson	36,168,860	4,669,268	4,437,200
Joe Walsh	36,396,389	4,441,739	4,437,200

Item 9.01 Financial Statements and Exhibits.

~~Proposal~~(d) ~~2: A proposal to ratify Whitley Penn LLP as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2018 was adopted with the votes shown:~~Exhibits.

For		Against	Abstain
Exhibit No.	Description
45,248,431		9,002	17,895
3.1	Second Amended and Restated Bylaws of Cambium Learning Group, Inc. (formerly known as Cambium- Voyager Holdings, Inc.) (a Delaware corporation)

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.

	Cambium Learning Group, Inc.
May 25, 2018		/s/ Barbara Benson
August 2, 2018		/s/ J. Scott McWhorter
		Name: Barbara Benson
		Name: J. Scott McWhorter
		Title: Chief Financial Officer
		Title: Corporate Secretary and General Counsel

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