Item 5. Other Information
Item 5. Other Information
Submission of Matters to a Vote of Security Holders
As previously reported in the Form 10-Q for the period ending March 31, 2023, in a non-binding advisory vote on the frequency of future Say-on-Pay votes held at the 2023 Annual Meeting of Stockholders, 20,260,746 shares voted for one year, 1,233 shares voted for two years, 871,499 shares voted for three years, 10,277 shares abstained, and there were 881,522 broker non-votes. The Company considered the outcome of this advisory vote and has determined, as recommended with respect to this proposal by the Company’s Board of Directors in the Company’s proxy statement for the 2023 Annual Meeting of Stockholders, that the Company will hold future Say-on-Pay votes on an annual basis until the next required advisory vote on the frequency of Say-on-Pay votes. The Company is required to hold an advisory vote on the frequency of Say-on-Pay votes at least once every six years.
Amendment of Employment Agreement of Karl McDonnell
On July 26, 2023, the Company amended and restated the Employment Agreement of Karl McDonnell, dated May 2, 2013, and as previously amended on April 24, 2014. Under the amended Employment Agreement, Mr. McDonnell’s term of employment as Chief Executive Officer is five years, and is automatically renewable thereafter for additional one-year terms unless the Company or Mr. McDonnell provides notice otherwise. The amended agreement memorializes Mr. McDonnell’s current annual base salary of $961,175, 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. McDonnell 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. 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 10.3 to this report.
Director and Officer Trading Arrangements
During the three months ended June 30, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
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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 (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. Silberman (incorporated by reference to Exhibit 10.1 of the Company ’ s Quarterly Report on Form 10-Q filed with the Commission on April 28, 2023 ) .
10.2 Fourth Amendment to Second Amended and Restated Revolving Credit and Term Loan Agreement and Amendment to Other Loan Documents , dated June 13, 2 023, among Strategic Education , Inc., certain subsidiaries of Strategic Education Inc. party thereto as subsidiary guarantors, and Truist Bank, as Administrative Agent .
10.3 Amended and Restated Employment Agreement, dated as of July 26, 2023, between Strategic Education, Inc. and Karl McDonnell.
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)
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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 27, 2023
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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.