What changed in this filing

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Item 5. Other Information

2023-04-28 compared with 2022-11-03 · 45 added, 1 removed, 20 unchanged (70% of the section changed)

Other Information

Submission of Matters to a Vote of Security Holders

The Company held its 2023 Annual Meeting of Stockholders on April 26, 2023.

There were 24,590,980 shares of common stock eligible to be voted at the Annual Meeting and 22,025,277 shares were presented by proxy at the meeting which constituted a quorum to conduct business.

There were four proposals submitted to the Company’s stockholders at the Annual Meeting.

All proposals were passed.

The final results of voting on each of the proposals are as follows:

Elect eleven directors to the Board of Directors.

Nominee Votes For Votes Against Abstain Broker Non-Vote

Silberman 19,718,615 1,419,215 5,924 881,523

Casteen, III 18,994,679 2,143,347 5,727 881,524

Beason 19,611,563 1,526,384 5,807 881,523

Brogley 20,232,047 905,904 5,805 881,521

Grusky 19,823,956 1,313,653 6,145 881,523

Johnson 21,045,607 85,036 13,112 881,522

Karl McDonnell 20,713,950 416,708 13,096 881,523

McRobbie 21,050,117 87,822 5,817 881,521

Slocum 21,075,799 62,081 5,875 881,522

Thawley 21,048,924 88,686 6,145 881,522

Thomas Waite, III 19,573,083 1,557,329 13,341 881,524

Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.

Votes For Votes Against Abstain Broker Non-Vote

20,797,478 1,225,502 2,297 0

Approval on an advisory basis of the compensation of the named executive officers.

Votes For Votes Against Abstain Broker Non-Vote

19,488,056 1,400,527 255,172 881,522

Determine on an advisory basis, the frequency of stockholder votes on executive compensation.

1 Year 2 Years 3 Years Abstain Broker Non-Vote

20,260,746 1,233 871,499 10,277 881,522

Amendment of Employment Agreement of Robert S.

On April 26, 2023, the Company amended and restated the Employment Agreement of Robert S.

Silberman, dated April 6, 2001 and as previously amended on March 11, 2005, May 2, 2013, and April 24, 2014, in connection with his transition from Executive Chairman to Chairman.

Under the amended Employment Agreement, Mr.

Silberman’s term of employment as Chairman is five years, and is automatically renewable thereafter for additional one-year terms unless the Company or Mr.

Silberman provides notice otherwise.

The amended agreement memorializes Mr.

Silberman’s current annual base salary of $800,000, which is subject to annual cost-of-living increases and any other increases that may be approved by the Board of Directors from time to time.

Under the amended agreement, Mr.

Silberman will no longer participate in the Company’s annual non-equity incentive compensation pool, but is eligible to receive annual grants of equity incentive compensation, which grants will be subject to the Company’s equity compensation program in effect from time to time.

In the event of a termination due to a change of control, under the amended agreement Mr.

Silberman would receive all payments to which he would be entitled for any “without cause” termination, as well as a one-time payment of $2,925,000 (an amount equal to three times his most recent non-equity incentive compensation award).

All other material terms and conditions remain the same.

The foregoing description of the amended Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the amended Employment Agreement, which is filed as Exhibit 10.1 to this report.

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 (incorporated by reference to Exhibit 3.2 of the Company's Quarterly Report on Form 10-Q filed with the Commission on July 29, 2021).

10.1 Amended and Restated Employment Agreement, dated as of April 26, 2023, between Strategic Education, Inc.

and Robert S.

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.

15 unchanged sentences

Executive Vice President and Chief Financial Officer

November 3, 2022

April 28, 2023

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.

What changed 10-Q

Item 5. Other Information