1 unchanged sentence
Director and Officer Trading Arrangements
−Removed: 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.
−Removed: Submission of Matters to a Vote of Security Holders
−Removed: The Company held its 2024 Annual Meeting of Stockholders on April 24, 2024.
−Removed: 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.
−Removed: There were three proposals submitted to the Company’s stockholders at the Annual Meeting.
−Removed: All proposals were passed.
−Removed: The final results of voting on each of the proposals are as follows:
−Removed: Elect thirteen directors to the Board of Directors.
−Removed: Nominee Votes For Votes Against Abstain Broker Non-Vote
−Removed: Silberman 20,111,923 1,263,403 1,753 748,164
−Removed: Dinh 21,340,537 32,020 4,524 748,162
−Removed: Beason 20,119,526 1,253,484 4,070 748,163
−Removed: Brogley 21,345,630 27,401 4,049 748,163
−Removed: Casteen, III 18,546,842 2,826,082 4,157 748,162
−Removed: Grusky 20,069,086 1,303,781 4,212 748,164
−Removed: Johnson 21,289,254 83,455 4,369 748,165
−Removed: Karl McDonnell 21,284,415 87,874 4,788 748,166
−Removed: McRobbie 21,342,026 30,708 4,344 748,165
−Removed: Sasse 21,348,793 22,591 5,696 748,163
−Removed: Slocum 21,277,724 95,036 4,318 748,165
−Removed: Thawley 20,789,218 580,520 7,339 748,166
−Removed: Thomas Waite, III 20,054,377 1,318,487 4,215 748,164
−Removed: Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
−Removed: Votes For Votes Against Abstain Broker Non-Vote
−Removed: 21,232,024 891,630 1,589 0
−Removed: Approval on an advisory basis of the compensation of the named executive officers.
−Removed: Votes For Votes Against Abstain Broker Non-Vote
−Removed: 20,159,321 879,747 338,013 748,162
+Added: On June 7, 2024 , Lizette Herraiz , the Company’s General Counsel , adopted a trading arrangement for the sale of securities of the Company’s common stock (a “Rule 10b5-1 Trading Plan”) that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
+Added: Herraiz’s Rule 10b5-1 Trading Plan, which terminates on March 24, 2025 , provides for the sale of up to 3,635 shares of common stock pursuant to the terms of the plan.
+Added: No other 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, during the three months ended June 30, 2024.
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).
+Added: 10.1 Fifth Amendment to Second Amended and Restated Revolving Credit and Term Loan Agreement and Amendment to Other Loan Documents, dated June 21, 2024, by and among Strategic Education, Inc., certain subsidiaries of Strategic Education, Inc.
+Added: party thereto as subsidiary guarantors, and Truist Bank, as Administrative Agent.
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: April 25, 2024
+Added: July 31, 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.