Strategic Education, Inc. 10-Q

Item 5. Other Information Director and Officer Trading Arrangements 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. Submission of Matters to a Vote of Security Holders The Company held its 2024 Annual Meeting of Stockholders on April 24, 2024. 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. There were three 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: Proposal 1: Elect thirteen directors to the Board of Directors. Nominee Votes For Votes Against Abstain Broker Non-Vote Robert S. Silberman 20,111,923 1,263,403 1,753 748,164 Viet D. Dinh 21,340,537 32,020 4,524 748,162 Dr. Charlotte F. Beason 20,119,526 1,253,484 4,070 748,163 Rita D. Brogley 21,345,630 27,401 4,049 748,163 Dr. John T. Casteen, III 18,546,842 2,826,082 4,157 748,162 Robert R. Grusky 20,069,086 1,303,781 4,212 748,164 Jerry L. Johnson 21,289,254 83,455 4,369 748,165 Karl McDonnell 21,284,415 87,874 4,788 748,166 Dr. Michael A. McRobbie 21,342,026 30,708 4,344 748,165 Dr. Benjamin E. Sasse 21,348,793 22,591 5,696 748,163 William J. Slocum 21,277,724 95,036 4,318 748,165 Michael J. Thawley 20,789,218 580,520 7,339 748,166 G. Thomas Waite, III 20,054,377 1,318,487 4,215 748,164 Proposal 2: Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. Votes For Votes Against Abstain Broker Non-Vote 21,232,024 891,630 1,589 0 38 Table of Contents Proposal 3: Approval on an advisory basis of the compensation of the named executive officers. Votes For Votes Against Abstain Broker Non-Vote 20,159,321 879,747 338,013 748,162 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). 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) 39 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: April 25, 2024 40