1 unchanged sentence
Director and Officer Trading Arrangements
−Removed: During the three months ended September 30, 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: On March 4, 2025 , Daniel Jackson , the Company’s Chief Financial Officer , 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: Jackson’s Rule 10b5-1 Trading Plan, which terminates on February 26, 2027 , provides for the sale of up to 59,612 shares of common stock pursuant to the terms of the plan.
+Added: On March 5, 2025 , Karl McDonnell , the Company’s Chief Executive Officer , adopted a Rule 10b5-1 Trading Plan.
+Added: McDonnell’s Rule 10b5-1 Trading Plan, which terminates on February 26, 2027 , provides for the sale of up to 101,664 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 March 31, 2025.
+Added: Submission of Matters to a Vote of Security Holders
+Added: The Company held its 2025 Annual Meeting of Stockholders on April 23, 2025.
+Added: There were 24,654,185 shares of common stock outstanding and eligible to be voted at the Annual Meeting and 22,009,265 shares were presented by proxy at the meeting which constituted a quorum to conduct business.
+Added: There were four 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 20,002,842 751,121 3,327 1,251,975
+Added: Dinh 19,171,819 1,554,820 30,652 1,251,974
+Added: Beason 19,930,522 791,143 35,626 1,251,974
+Added: Brogley 20,580,204 173,122 3,966 1,251,973
+Added: Cappelli 20,661,091 87,968 8,233 1,251,973
+Added: Grusky 19,937,891 788,638 30,762 1,251,974
+Added: Johnson 20,612,359 141,017 3,915 1,251,974
+Added: Karl McDonnell 20,526,903 227,225 3,162 1,251,975
+Added: McRobbie 20,643,006 110,261 4,025 1,251,973
+Added: Sasse 19,978,325 748,313 30,652 1,251,975
+Added: Slocum 20,612,503 140,873 3,915 1,251,974
+Added: Thawley 20,613,500 139,876 3,915 1,251,974
+Added: Thomas Waite, III 19,881,254 872,122 3,915 1,251,974
+Added: Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
+Added: Votes For Votes Against Abstain
+Added: 21,936,673 68,421 4,171
+Added: There were no broker non-votes with respect to this proposal.
+Added: Approval on an advisory basis of the compensation of the named executive officers.
+Added: Votes For Votes Against Abstain Broker Non-Vote
+Added: 20,482,865 257,112 17,313 1,251,975
+Added: Approval of an amendment to the Strategic Education, Inc.
+Added: 2018 Equity Compensation Plan to increase the number of shares available for issuance.
+Added: Votes For Votes Against Abstain Broker Non-Vote
+Added: 20,428,339 322,632 6,320 1,251,974
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 Sixth Amendment to Second Amended and Restated Revolving Credit and Term Loan Agreement and Amendment to Other Loan Documents, dated October 18, 2024, by and among Strategic Education, Inc., certain subsidiaries of Strategic Education, Inc.
−Removed: 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: November 7, 2024
+Added: April 24, 2025
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.