1 unchanged sentence
Director and Officer Trading Arrangements
−Removed: During the three months ended September 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.
+Added: During the three months ended March 31, 2024, 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.
+Added: Submission of Matters to a Vote of Security Holders
+Added: The Company held its 2024 Annual Meeting of Stockholders on April 24, 2024.
+Added: There were 24,606,513 shares of common stock eligible to be voted at the Annual Meeting and 22,125,243 shares were presented by proxy at the meeting which constituted a quorum to conduct business.
+Added: There were three proposals submitted to the Company’s stockholders at the Annual Meeting.
+Added: All proposals were passed.
+Added: The final results of voting on each of the proposals are as follows:
+Added: Elect thirteen directors to the Board of Directors.
+Added: Nominee Votes For Votes Against Abstain Broker Non-Vote
+Added: Silberman 20,111,923 1,263,403 1,753 748,164
+Added: Dinh 21,340,537 32,020 4,524 748,162
+Added: Beason 20,119,526 1,253,484 4,070 748,163
+Added: Brogley 21,345,630 27,401 4,049 748,163
+Added: Casteen, III 18,546,842 2,826,082 4,157 748,162
+Added: Grusky 20,069,086 1,303,781 4,212 748,164
+Added: Johnson 21,289,254 83,455 4,369 748,165
+Added: Karl McDonnell 21,284,415 87,874 4,788 748,166
+Added: McRobbie 21,342,026 30,708 4,344 748,165
+Added: Sasse 21,348,793 22,591 5,696 748,163
+Added: Slocum 21,277,724 95,036 4,318 748,165
+Added: Thawley 20,789,218 580,520 7,339 748,166
+Added: Thomas Waite, III 20,054,377 1,318,487 4,215 748,164
+Added: Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
+Added: Votes For Votes Against Abstain Broker Non-Vote
+Added: 21,232,024 891,630 1,589 0
+Added: Approval on an advisory basis of the compensation of the named executive officers.
+Added: Votes For Votes Against Abstain Broker Non-Vote
+Added: 20,159,321 879,747 338,013 748,162
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).
−Removed: 10.1 Amended and Restated Employment Agreement, dated as of July 26, 2023, between Strategic Education, Inc.
−Removed: and Karl McDonnell (incorporated by reference to Exhibit 10.
−Removed: 3 of the Company’s Quarterly Report on Form 10-Q filed with the Commission on July 27, 2023) .
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
−Removed: November 2, 2023
+Added: April 25, 2024
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.