AMERICAN PUBLIC EDUCATION INC
For the period ended May 22, 2026. Filed Apr 9, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 22, 2026 · Filed Apr 9, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a−101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under § 240.14a−12 |
American Public Education, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Message from our Board Chair
April 9, 2026
Dear Stockholders:
We cordially invite you to join us for the 2026 Annual Meeting of Stockholders of American Public Education, Inc., which we will hold virtually on Friday, May 22, 2026, at 8:30 a.m. EDT at http://www.virtualshareholdermeeting.com/APEI2026. This format not only includes enhanced opportunities for engagement and interaction through the Q&A forum and other platform features but also accommodates those unable to attend in person, ensuring accessibility for all stakeholders.
Across APEI and its institutions, the staff and faculty work every day to ensure that the Company’s work and our students’ work reflect our vision for education that transforms lives, advances careers, and improves communities. As a Board, we focus on ensuring that APEI’s key strategic initiatives align with that vision.
As examples of the successes achieved by our students and their commitments to service, I wish to recognize our APUS Lunar Pathfinders team, a student-led initiative that gained national recognition when it was named a top 10 finalist in NASA’s prestigious Lunar Autonomy Challenge. Competing against 30 other teams from top-tier institutions in March 2025, our Pathfinders team created autonomous rover software capable of navigating lunar terrain, mapping surfaces, managing energy, and detecting obstacles.
During 2025, our management team worked to simplify and strengthen APEI by delivering on the commitments they established at the start of the year, and our 2025 performance reflects their efforts. We redeemed all outstanding shares of preferred stock, sold certain corporate buildings, divested Graduate School USA, and made meaningful progress on the planned combination of American Public University System, Rasmussen University, and Hondros College of Nursing. We believe completion of the combination will position us to expand our campus footprint, provide greater programmatic and academic choice, reinforce student and alumni support, more effectively meet the growing demand for nursing and other healthcare professionals, and accelerate enrollment growth among non-military, military, military family, and veteran student. We are also proud of our financial results in 2025, which included increases in revenue, net income available to common stockholders, adjusted EBITDA, and fully diluted earnings per share available to common stockholders.
While appreciative of APEI’s successes in 2025, the Board remains focused on effective oversight, accountability, long term value creation, and supporting management in pursuing key strategic initiatives. We approach our responsibilities with a focus on ensuring that management executes the Company’s strategy responsibly, allocates capital prudently, and operates with integrity in service of our students, employees, and stockholders.
In its work, the Board continues to emphasize strong governance practices, including independent oversight, rigorous risk management, and thoughtful executive compensation design aligned with performance and stockholder interests. We also regularly review the composition and effectiveness of the Board and its committees to ensure that we bring the appropriate mix of experience, skills, and perspectives to our oversight role.
At the Annual Meeting, we will ask you to elect six director nominees to the Board of Directors, as detailed in the attached proxy statement. You can find details about the qualifications of our director nominees and the reasons we believe they are the right individuals to represent your interests starting on page 26. We believe the nominees collectively bring the skills and experience necessary to oversee APEI’s strategy and risk profile and embody our commitment to strong governance.
As discussed in the Compensation Discussion and Analysis section, which begins on page 33, in 2025, we continued our commitment to compensation practices designed to attract, incentivize, retain, and reward the talent needed to maintain and strengthen our position in career-minded adult education and to achieve our business objectives. At the Annual Meeting, we will ask for approval, on a non-binding advisory basis, of the compensation paid to our named executive officers.
Our Audit Committee, as discussed beginning on page 75, has again selected Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2026, and we will ask you to ratify that appointment.
The members of our Board, just like those who work across APEI and at our institutions, are drawn to APEI because of its mission of powering purpose, potential and prosperity for those in service to others. It is our honor to serve APEI, its institutions and students, and we value the opportunity to do so on your behalf.
Sincerely,
Daniel S. Pianko
Board Chair, APEI Board of Directors
111 W. Congress Street
Charles Town, West Virginia 25414
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
The 2026 Annual Meeting of Stockholders of American Public Education, Inc. (the “Annual Meeting”) will be held on May 22, 2026, at 8:30 a.m. Eastern Daylight Time as a virtual meeting of stockholders held over the Internet. Stockholders will be able to attend the Annual Meeting, vote, and submit questions during the Annual Meeting atwww.virtualshareholdermeeting.com/APEI2026. The Annual Meeting will be held for our stockholders to consider and vote on the following proposals:
| • | Proposal No. 1: To elect to the Board, the six nominees set forth in the accompanying proxy materials, each of whom will hold office until the next annual meeting of stockholders and until such director’s successor is elected and qualified or until such director’s earlier death, resignation, or removal. |
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| • | Proposal No. 2: To approve, on an advisory basis, the compensation paid to our named executive officers as disclosed in the accompanying proxy materials. |
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| • | Proposal No. 3: To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. |
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In addition, any other matters that properly come before the Annual Meeting or any adjournment or postponement thereof will be considered. Management is presently aware of no other business to come before the Annual Meeting.
Each outstanding share of American Public Education, Inc. common stock (Nasdaq: APEI) entitles the holder of record at the close of business on March 26, 2026, to receive notice of and to vote at the Annual Meeting or any adjournment or postponement of the Annual Meeting. We are pleased to take advantage of Securities and Exchange Commission rules that allow us to post these materials on the Internet, which enables us to provide stockholders with the information that they need more quickly, while lowering our costs of printing and delivery and reducing the environmental impact of our Annual Meeting.
| 1 | POWERING PURPOSEPOTENTIAL AND PROSPERITY |
Whether or not you expect to attend the meeting, we urge you to vote your shares before the meeting by Internet, telephone, or by signing, dating, and returning the proxy card you will receive if you request printed materials. If you choose to attend the virtual Annual Meeting, you may still vote your shares online at the meeting, even though you have previously voted or returned your proxy by any of the methods described in this Proxy Statement. If your shares are held in a bank or brokerage account, please refer to the materials provided by your bank or broker for voting instructions.
All stockholders are extended a cordial invitation to attend the meeting.
By Order of the Board of Directors,
| 2 | POWERING PURPOSEPOTENTIAL AND PROSPERITY |
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