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): May 2, 2017


Strayer Education, Inc.
(Exact name of registrant as specified in its charter)



MARYLAND

 

0-21039

 

52-1975978

(State or other jurisdiction of
incorporation or organization)

(Commission File Number)

(I.R.S. Employer
Identification Number)



2303 Dulles Station Boulevard
Herndon, VA

 

20171

(Address of principal executive offices)

(Zip Code)


(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.


Item 2.02. Results of Operations and Financial Condition.

On May 3, 2017, Strayer Education, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2017.  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 Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the Company under the Securities Act of 1933, as amended.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Company held its 2017 Annual Meeting of Stockholders on May 2, 2017.  There were 11,159,884 shares of common stock eligible to be voted at the Annual Meeting and 10,271,512 shares were presented in person or represented by proxy at the meeting which constituted a quorum to conduct business.

There were four 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 9,283,507 353,351 3,047 631,607
Dr. John T. Casteen, III 9,245,334 391,591 2,980 631,607
Dr. Charlotte F. Beason 9,260,121 376,780 3,004 631,607
William E. Brock 9,623,606 13,183 3,116 631,607
Nathaniel C. Fick 9,627,020 9,620 3,265 631,607
Robert R. Grusky 9,463,832 172,782 3,291 631,607
Karl McDonnell 9,626,787 10,138 2,980 631,607
Todd A. Milano 9,415,822 221,081 3,002 631,607
G. Thomas Waite, III 9,415,244 221,250 3,411 631,607
J. David Wargo 8,812,000 824,689 3,216 631,607

Proposal 2: Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017.

Votes For   Votes Against   Abstain   Broker Non-Vote
10,251,867 18,437 1,208 0

Proposal 3:  Approval on an advisory basis of the compensation of the named executive officers.

Votes For   Votes Against   Abstain   Broker Non-Vote
9,624,338 12,130 3,437 631,607

Proposal 4:  Approval on an advisory basis on the frequency of stockholder votes on executive compensation.

1 Year   2 Years   3 Years   Abstain   Broker Non-Vote
8,376,198 7,574 1,200,578 55,554 631,608

Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
 
Exhibit Number Description
 
99.1 Press Release, dated May 3, 2017


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.

STRAYER EDUCATION, INC.

 

Date:

May 3, 2017

By:

/s/ Daniel W. Jackson

Daniel W. Jackson

Executive Vice President and Chief Financial Officer