Item 5. Other Information
Item 5. Other Information
Departure of Director
On July 26, 2021, Mr. James Dallas resigned as a director of the Company for personal reasons. Mr. Dallas’s resignation from the Board of Directors did not result from any disagreement relating to the Company’s operations, policies or practices.
Amendments to Amended and Restated Bylaws
On July 27, 2021, the Board of Directors adopted amendments to the Company’s Amended and Restated Bylaws to, among other things, (i) conform the list of individuals permitted to call a special meeting of the Company’s stockholders with the Maryland General Corporation Law, (ii) remove certain provisions relating to certification of the Company’s beneficial owners and the process for the issuance of shares of common stock, with the result in each case that the provisions of the Maryland General Corporation Law will control going forward, (iii) permit meetings of the Company’s stockholders to occur outside of the United States, and (iv) increase the maximum number of directors on the Board of Directors from up to 12 members to up to 18 members, as determined from time to time by a majority of the entire Board of Directors. The foregoing summary of the provisions of the Amended and Restated Bylaws, as amended, does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, as amended, a copy of which is filed as Exhibit 3.2 to this this Quarterly Report on Form 10-Q.
45
Table of Contents
Item 6. Exhibits
3.1 Amended and Restated Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the Commission on August 1, 2018).
3.2 Amended and Restated Bylaws of the Company .
31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934.
31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934.
32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101. INS Inline XBRL Instance Document
101. SCH Inline XBRL Schema Document
101. CAL Inline XBRL Calculation Linkbase Document
101. DEF Inline XBRL Definition Linkbase Document
101. LAB Inline XBRL Label Linkbase Document
101. PRE XBRL Presentation Linkbase Document
104 .
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
46
Table of Contents
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 thereunto duly authorized.
STRATEGIC EDUCATION, INC.
By: /s/ Daniel W. Jackson
Daniel W. Jackson
Executive Vice President and Chief Financial Officer
Date: July 29, 2021
47
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.