Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material
March 10 2025 - 4:08PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.   )
Filed
by the Registrant x
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 |
x | Definitive Additional Materials |
¨ | Soliciting Material under §240.14a-12 |
Strategic
Education, Inc.
(Name
of Registrant as Specified In Its Charter)
N/A
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check all boxes that apply):
| ¨ | 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. |

| The 2025 Annual Meeting of Stockholders of Strategic Education, Inc. will be held virtually on April 23, 2025 at 8:00 AM ET. As a Registered Holder,
you may vote your shares at the Annual Meeting of Stockholders by first registering at https://web.viewproxy.com/StrategicEducation/2025 and then
using your Virtual Control Number below. Your registration must be received by 11:59 PM ET on April 19, 2025. On the day of the Annual Meeting of
Stockholders, if you have properly registered, you may enter the meeting by clicking on the link provided and entering the password you received
via email in your registration confirmations. Further instructions on how to attend and vote at the Annual Meeting of Stockholders are contained
in the Proxy Statement in the sections titled “Voting Information - Attending the Annual Meeting Virtually” and “Voting Information - Voting at the
Annual Meeting Virtually”.
Voting Items
1. Election of Directors
Dr. Charlotte F. Beason
Rita D. Brogley
Gregory W. Cappelli
Viet D. Dinh
Robert R. Grusky
Jerry L. Johnson
Karl McDonnell
Dr. Michael A. McRobbie
Dr. Benjamin E. Sasse
10. Robert S. Silberman
William J. Slocum
Michael J. Thawley
G. Thomas Waite, III
2. To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending
December 31, 2025.
3. To approve, on an advisory basis, the compensation of the named executive officers.
4. To approve an amendment to the Strategic Education, Inc. 2018 Equity Compensation Plan to increase the number of shares available for
issuance.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF DIRECTORS, AND “FOR” PROPOSALS 2, 3 AND 4.
SCAN TO
VIRTUAL CONTROL NO.
STRATEGIC EDUCATION, INC.
Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting of Stockholders to be Held Virtually on April 23, 2025
You are receiving this communication because you hold shares in
the company named above. This is not a ballot. You cannot use this
notice to vote these shares. This communication presents only an
overview of the more complete proxy materials that are available to
you on the Internet. We encourage you to access and review all of the
important information contained in the proxy materials before voting.
The Notice, Proxy Statement and Annual Report are available at:
https://web.viewproxy.com/StrategicEducation/2025.
If you want to receive a paper or e-mail copy of these documents, you
must request one. There is no charge to you for a copy. Please make
your request for a copy as instructed below on or before April 15, 2025
to facilitate timely delivery.
Important information regarding the Internet availability of the
company’s proxy materials, instructions for accessing your proxy
materials and voting online and instructions for requesting paper or
e-mail copies of your proxy materials are provided on the reverse
side of this Notice.
STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING.
The Securities and Exchange Commission rules permit us to make our proxy materials available to our stockholders via the Internet.
Material for this annual meeting and future meetings may be requested by one of the following methods:
To view your proxy materials online, go to https://web.viewproxy.com/StrategicEducation/2025.
Have your 11 digit Virtual Control Number (located below) available when you access the
website and follow the instructions.
877-777-2857 TOLL FREE
requests@viewproxy.com
* If requesting material by e-mail, please send a blank e-mail with the company name and
your 11 digit Virtual Control Number (located below) in the subject line. No other requests,
instructions or other inquiries should be included with your e-mail requesting material.
You must use the 11 digit Virtual Control Number located in the box below.
INTERNET
TELEPHONE |

| Strategic Education, Inc.
PROXY MATERIALS AVAILABLE TO VIEW OR RECEIVE
The following proxy materials are available to you for review at:
https://web.viewproxy.com/StrategicEducation/2025
Notice, Proxy Statement and Annual Report
ACCESSING YOUR PROXY MATERIALS ONLINE
Have this notice available when you request a paper copy of the
proxy materials or to vote your proxy electronically.
You must reference your Virtual Control Number to vote by Internet
or request a paper copy of the proxy materials.
You May Vote Your Proxy When You View The Materials On The Internet.
You Will Be Asked To Follow The Prompts To Vote Your Shares.
Your electronic vote authorizes the named proxies to vote your shares in the same manner
as if you marked, signed, dated and returned the proxy card.
REQUESTING A PAPER COPY OF THE PROXY MATERIALS
By telephone please call 1-877-777-2857
or
By logging onto https://web.viewproxy.com/StrategicEducation/2025
or
By email at: requests@viewproxy.com
Please include the company name and your control number in the e-mail subject line. |
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