Strategic Education, Inc.
For the period ended Mar 31, 2026. Filed Apr 23, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed Apr 23, 2026
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Item 5. Other Information
Director and Officer Trading Arrangements
During the three months ended March 31, 2026, no director or officer of the Company adopted orterminated 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 2026 Annual Meeting of Stockholders on April 22, 2026. There were 22,612,909 shares of common stock outstanding and eligible to be voted at the Annual Meeting and 20,116,974 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 twelve directors to the Board of Directors.
| Nominee | Votes For | Votes Against | Abstain | Broker Non-Vote |
|---|---|---|---|---|
| Robert S. Silberman | 17,888,847 | 895,845 | 25,116 | 1,307,166 |
| Viet D. Dinh | 16,668,032 | 2,116,228 | 25,547 | 1,307,167 |
| Dr. Charlotte F. Beason | 18,053,923 | 752,338 | 3,549 | 1,307,164 |
| Rita D. Brogley | 18,720,127 | 85,887 | 3,796 | 1,307,164 |
| Gregory W. Cappelli | 18,738,383 | 66,872 | 4,554 | 1,307,165 |
| Robert R. Grusky | 18,043,502 | 762,750 | 3,555 | 1,307,167 |
| Karl McDonnell | 18,650,448 | 134,848 | 24,513 | 1,307,165 |
| Dr. Michael A. McRobbie | 18,736,849 | 68,405 | 4,555 | 1,307,165 |
| Dr. Benjamin E. Sasse | 18,134,434 | 670,549 | 4,828 | 1,307,163 |
| William J. Slocum | 18,742,486 | 62,811 | 4,509 | 1,307,168 |
| Michael J. Thawley | 18,742,876 | 62,544 | 4,388 | 1,307,166 |
| G. Thomas Waite, III | 17,772,274 | 1,033,147 | 4,387 | 1,307,166 |
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, 2026.
| Votes For | Votes Against | Abstain |
|---|---|---|
| 20,094,941 | 15,324 | 6,709 |
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 |
|---|---|---|---|
| 18,545,723 | 252,317 | 11,770 | 1,307,164 |
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