Item 5. Other Information
Item 5. Other Information
Director and Officer Trading Arrangements
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. Mr. 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.
On March 5, 2025 , Karl McDonnell , the Company’s Chief Executive Officer , adopted a Rule 10b5-1 Trading Plan. Mr. 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.
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.
Submission of Matters to a Vote of Security Holders
The Company held its 2025 Annual Meeting of Stockholders on April 23, 2025. 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.
37
Table of Contents
There were four 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 20,002,842 751,121 3,327 1,251,975
Viet D. Dinh 19,171,819 1,554,820 30,652 1,251,974
Dr. Charlotte F. Beason 19,930,522 791,143 35,626 1,251,974
Rita D. Brogley 20,580,204 173,122 3,966 1,251,973
Gregory W. Cappelli 20,661,091 87,968 8,233 1,251,973
Robert R. Grusky 19,937,891 788,638 30,762 1,251,974
Jerry L. Johnson 20,612,359 141,017 3,915 1,251,974
Karl McDonnell 20,526,903 227,225 3,162 1,251,975
Dr. Michael A. McRobbie 20,643,006 110,261 4,025 1,251,973
Dr. Benjamin E. Sasse 19,978,325 748,313 30,652 1,251,975
William J. Slocum 20,612,503 140,873 3,915 1,251,974
Michael J. Thawley 20,613,500 139,876 3,915 1,251,974
G. Thomas Waite, III 19,881,254 872,122 3,915 1,251,974
Proposal 2: Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
Votes For Votes Against Abstain
21,936,673 68,421 4,171
There were no broker non-votes with respect to this proposal.
Proposal 3: Approval on an advisory basis of the compensation of the named executive officers.
Votes For Votes Against Abstain Broker Non-Vote
20,482,865 257,112 17,313 1,251,975
Proposal 4: Approval of an amendment to the Strategic Education, Inc. 2018 Equity Compensation Plan to increase the number of shares available for issuance.
Votes For Votes Against Abstain Broker Non-Vote
20,428,339 322,632 6,320 1,251,974
38
Table of Contents
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 24, 2025
40
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.