UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): April 28, 2020
 
Strategic Education, Inc.
(Exact Name of Registrant as Specified in Charter)
 
Maryland
  
0-21039
 
52-1975978
(State or Other Jurisdiction of Incorporation)
  
(Commission File Number)
 
(I.R.S. Employer Identification No.)
 
2303 Dulles Station Boulevard
Herndon, VA 20171
 (Address of Principal Executive Offices) (Zip Code)
 
(703) 561-1600
 (Registrant’s telephone number, including area code)
 
N/A
 (Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐        Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐        Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐        Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐        Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:

Title of each Class
  Trading Symbol(s)
  Name of each exchange on which registered
Common Stock, $0.01 par value
   STRA
   Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02           Results of Operations and Financial Condition. 
 
On April 29, 2020, Strategic Education, Inc. (“SEI”) issued a press release announcing its financial results for the period ended March 31, 2020. A copy of the press release is furnished as Exhibit 99.1 hereto and is hereby incorporated by reference into this Item 2.02.

The information furnished under this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” with the SEC nor incorporated by reference in any registration statement filed by SEI under the Securities Act of 1933, as amended.
 
Item 5.07.          Submission of Matters to a Vote of Security Holders.
 
The Company held its 2020 Annual Meeting of Stockholders on April 28, 2020.  There were 22,207,394 shares of common stock eligible to be voted at the Annual Meeting and 20,939,856 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 ten directors to the Board of Directors.

Nominee
 
Votes For
 
Votes Against
 
Abstain
 
Broker Non-Vote
Robert S. Silberman
  
19,251,478
  
949,553
  
11,770
  
727,055
J. Kevin Gilligan
  
19,946,187
  
244,513
  
22,102
  
727,054
Robert R. Grusky
  
19,525,845
  
675,109
  
11,848
  
727,054
Dr. Charlotte F. Beason
  
19,770,204
  
430,880
  
11,718
  
727,054
Rita D. Brogley
  
20,151,835
  
49,727
  
11,239
  
727,055
Dr. John T. Casteen, III
  
20,123,762
  
77,205
  
11,834
  
727,055
H. James Dallas
  
20,150,716
  
49,562
  
12,523
  
727,055
Nathaniel C. Fick
  
20,150,273
  
49,942
  
12,587
  
727,054
Karl McDonnell
  
20,010,935
  
189,258
  
12,609
  
727,054
G. Thomas Waite, III
  
19,529,237
  
670,966
  
12,599
  
727,054
 
Proposal 2: Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020.

Votes For
 
Votes Against
 
Abstain
 
Broker Non-Vote
20,074,629
  
854,686
  
10,541
  
0
 
Proposal 3:  Approval on an advisory basis of the compensation of the named executive officers.

Votes For
 
Votes Against
 
Abstain
 
Broker Non-Vote
19,798,580
  
393,059
  
21,164
  
727,053
 
Item 9.01.         Financial Statements and Exhibits.
 
 (d) Exhibits.

Exhibit
Number
 
Description
   
 
 
     
104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document)
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 hereunto duly authorized.
 

 
STRATEGIC EDUCATION, INC.
Date: April 29, 2020
 
 
 
 
 
 
By:
/s/ Daniel W. Jackson
 
 
Daniel W. Jackson
 
 
Executive Vice President and Chief Financial Officer