2 unchanged sentences
We maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in reports filed under the Exchange Act is recorded, processed, summarized and reported within the specified time periods and accumulated and communicated to our management, including our Chief Executive Officer (“Principal Executive Officer”) and Chief Financial Officer (“Principal Financial Officer”), as appropriate, to allow timely decisions regarding required disclosure.
−Removed: We have established a Disclosure Committee, consisting of certain members of management, to assist in this evaluation.
+Added: We have established a Disclosure Committee, consisting of certain members of management and including our Principal Executive Officer and Principal Financial Officer, to assist in this evaluation.
Our Disclosure Committee meets on a quarterly basis and more often if necessary.
14 unchanged sentences
Also, projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in condition, or that the degree of compliance with the policies and procedures may deteriorate.
−Removed: Management performed an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2023, utilizing the criteria described in the “Internal Control-Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission.
+Added: Management performed an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2024, utilizing the criteria established in the “Internal Control—Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission.
The objective of this assessment was to determine whether our internal control over financial reporting was effective as of December 31, 2024.
−Removed: Based on its assessment, management believes that, as of December 31, 2023, the Company’s internal control over financial reporting is effective.
+Added: assessment, management has concluded that, as of December 31, 2024, the Company’s internal control over financial reporting is effective.
The effectiveness of our internal control over financial reporting as of December 31, 2024 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their audit report which is included herein.
+Added: Changes in Internal Control Over Financial Reporting
+Added: There were no changes in our internal control over financial reporting during the three months ended December 31, 2024, which were identified in connection with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Report of Independent Registered Public Accounting Firm
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February 19, 2025
−Removed: Changes in Internal Control Over Financial Reporting
−Removed: There were no changes in our internal control over financial reporting during the quarter ended December 31, 2023 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Other Information
6 unchanged sentences
We undertake no obligation , however , to update or review the information provided herein, including for revision or termination of an established trading plan, other than in such quarterly and annual reports.
−Removed: During the three months ended December 31, 2023, Dilek Marsh, our Chief Technology Officer, adopted a trading arrangement for the sale of shares of our Common Stock in amounts and prices determined in accordance with such plan, as more fully described in the following table:
−Removed: (1) Intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
−Removed: (2) Not intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
−Removed: Clawback Policy
−Removed: On October 25, 2023, the Board of Directors adopted the Recovery of Erroneously-Awarded Incentive Compensation Policy (the “Revised Clawback Policy”) in order to comply with Section 10D of the Exchange Act and the continued listing standards recently adopted by the NASDAQ Stock Exchange.
−Removed: Effective October 25, 2023, the Revised Clawback Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation from current and former executive officers of the Company in the event that the Company is required to prepare an accounting restatement, and amends and restates, in its entirety, the Company’s Incentive Compensation Clawback Policy that was adopted effective as of January 26, 2017.
Directors, Executive Officers and Corporate Governance
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2 to GCE’s Registration Statement on Form S-1 filed with the SEC on September 29, 2008.
+Added: Method of Filing
Description of Common Stock
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Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 2, 2023.
−Removed: Method of Filing
Third Amended and Restated Executive Employment Agreement, dated May 1, 2023, by and between Grand Canyon Education, Inc.
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Incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 2, 2023.
−Removed: Third Amended and Restated Executive Employment Agreement, dated May 1, 2023, by and between Grand Canyon Education, Inc.
−Removed: and Daniel J.
−Removed: Incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 2, 2023.
Form of Director and Officer Indemnity Agreement
7 unchanged sentences
Incorporated by reference to Exhibit 10.8 to GCE’s Quarterly Report on Form 10-Q/A filed with the SEC on April 23, 2019.
+Added: Method of Filing
Amended and Restated Credit Agreement, dated January 22, 2019, by and among Grand Canyon Education, Inc., Bank of America, N.A., and the other parties named therein.
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Incorporated by reference to Exhibit 10.16 to GCE’s Annual Report on Form 10-K filed with the SEC on February 20, 2019.
−Removed: Method of Filing
First Incremental Facility Amendment, dated February 1, 2019 to Amended and Restated Credit Agreement, dated January 22, 2019 by and among Grand Canyon Education, Inc., Bank of America, N.A., and the other parties named therein.
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Incorporated by reference to Exhibit 10.1 to GCE’s Quarterly Report on Form 10-Q filed with the SEC on November 2, 2021.
+Added: Security Agreement dated October 1, 2024 by and between Grand Canyon Education, Inc.
+Added: and Zions Bancorporation, N.A.
+Added: Filed herewith.
+Added: Pledge and Security Agreement dated October 1, 2024 by and between Grand Canyon Education, Inc.
+Added: and MidFirst Bank.
+Added: Filed herewith.
+Added: Insider Trading Policy
+Added: Filed herewith.
Subsidiaries of Grand Canyon Education, Inc.
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Filed herewith.
+Added: Method of Filing
Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) and 15d-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
8 unchanged sentences
Recovery of Erroneously-Awarded Incentive Compensation Policy, as adopted October 25, 2023.
−Removed: Filed herewith.
−Removed: Method of Filing
+Added: Incorporated by reference to Exhibit 97.1 to GCE’s Annual Report on Form 10-K filed with the SEC on February 13, 2024.
The following financial statements from GCE’s Annual Report on Form 10-K for the year ended December 31, 2024, formatted in Inline XBRL:
39 unchanged sentences
Chevy Humphrey
+Added: February 19, 2025
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.