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