Amended Current Report Filing (8-k/a)
July 26 2017 - 4:07PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
July 25, 2017
Strayer Education, Inc.
(Exact name of registrant as specified in its charter)
MARYLAND
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0-21039
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52-1975978
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(State
or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(I.R.S.
Employer
Identification Number)
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2303
Dulles Station Boulevard
Herndon, VA
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20171
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(Address
of principal executive offices)
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(Zip
Code)
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(703)
561-1600
(Registrant’s telephone number, including area code)
Not Applicable
(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 (see General Instruction A.2. below):
☐
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))
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. ☐
This
Form 8-K/A (“Amendment”) amends the Current Report on Form 8-K filed by Strayer Education, Inc. (the “Company”)
with the U.S. Securities and Exchange Commission on May 3, 2017 (the “Original Form 8-K”), which disclosed the voting
results from the Company’s Annual Meeting of Stockholders held on May 2, 2017. The purpose of this Amendment is to disclose
the Company’s decision, based on SEC rules, regarding how frequently it will conduct future non-binding stockholder advisory
votes to approve the compensation of the Company’s named executive officers (“Say-on-Pay”).
Item
5.07
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Submission
of Matters to a Vote of Security Holders.
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As
previously reported in the Original Form 8-K, in a non-binding advisory vote on the frequency of future Say-on-Pay votes held
at the 2017 Annual Meeting of Stockholders, 8,376,198 shares voted for one year, 7,574 shares voted for two years, 1,200,578 shares
voted for three years, 55,554 shares abstained, and there were 631,608 broker non-votes. The Company considered the outcome of
this advisory vote and has determined, as recommended with respect to this proposal by the Company’s Board of Directors
in the Company’s proxy statement for the 2017 Annual Meeting of Stockholders, that the Company will hold future Say-on-Pay
votes on an annual basis until the next required advisory vote on the frequency of Say-on-Pay votes. The Company is required to
hold an advisory vote on the frequency of Say-on-Pay votes at least once every six years.
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.
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STRAYER
EDUCATION, INC.
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Date:
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July
26, 2017
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By:
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/s/
Daniel W. Jackson
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Daniel
W. Jackson
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Executive
Vice President and Chief Financial Officer
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3
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