Current Report Filing (8-k)
May 01 2019 - 6:49AM
Edgar (US Regulatory)
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 30, 2019
Strategic Education, Inc.
(Exact
Name of Registrant as Specified in Charter)
Maryland
(State
or Other Jurisdiction of Incorporation)
0-21039
|
52-1975978
|
(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))
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 May 1, 2019, Strategic Education, Inc. (the “Company” or “SEI”)
issued a press release announcing its financial results for the period
ended March 31, 2019. 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 2019 Annual Meeting of Stockholders on April 30,
2019. There were 21,936,567 shares of common stock eligible to be voted
at the Annual Meeting and 20,605,314 shares were presented in person or
represented 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 eleven directors to the Board of Directors.
Nominee
|
|
Votes For
|
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Votes Against
|
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Abstain
|
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Broker Non-Vote
|
Robert S. Silberman
|
|
18,867,749
|
|
791,636
|
|
5,183
|
|
940,746
|
J. Kevin Gilligan
|
|
19,228,976
|
|
432,342
|
|
3,250
|
|
940,746
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Robert R. Grusky
|
|
19,189,574
|
|
471,305
|
|
3,689
|
|
940,746
|
Dr. Charlotte F. Beason
|
|
19,464,404
|
|
196,752
|
|
3,413
|
|
940,745
|
Rita D. Brogley
|
|
19,654,018
|
|
7,311
|
|
3,241
|
|
940,744
|
Dr. John T. Casteen, III
|
|
19,598,317
|
|
62,503
|
|
3,749
|
|
940,745
|
H. James Dallas
|
|
19,653,281
|
|
7,540
|
|
3,748
|
|
940,745
|
Nathaniel C. Fick
|
|
19,652,320
|
|
8,501
|
|
3,748
|
|
940,745
|
Karl McDonnell
|
|
19,568,876
|
|
90,558
|
|
5,134
|
|
940,746
|
Todd A. Milano
|
|
19,555,236
|
|
105,643
|
|
3,689
|
|
940,746
|
G. Thomas Waite, III
|
|
19,269,642
|
|
391,178
|
|
3,748
|
|
940,746
|
Proposal 2: Ratify the appointment of PricewaterhouseCoopers LLP as
the Company’s independent registered public accounting firm for the
fiscal year ending December 31, 2019.
Votes For
|
|
Votes Against
|
|
Abstain
|
|
Broker Non-Vote
|
19,730,615
|
|
662,952
|
|
211,747
|
|
0
|
Proposal 3: Approval on an advisory basis of the compensation of the
named executive officers.
Votes For
|
|
Votes Against
|
|
Abstain
|
|
Broker Non-Vote
|
19,295,158
|
|
199,656
|
|
169,755
|
|
940,745
|
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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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STRATEGIC EDUCATION, INC.
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|
|
|
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Date:
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May 1, 2019
|
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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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