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): November 6, 2018

 

Strategic Education, Inc.

 

(Exact Name of Registrant as Specified in Charter)

 

Maryland

 

(State or Other Jurisdiction of Incorporation)

 

 

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. ☐

 

 

 

 

On November 8, 2018, Strategic Education, Inc. (the “Company” or “SEI”) issued a press release announcing its financial results for the period ended September 30, 2018.  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 2018 Annual Meeting of Stockholders on November 6, 2018.  There were 21,704,294 shares of common stock eligible to be voted at the Annual Meeting and 19,750,992 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 twelve directors to the Board of Directors.

 

 

Proposal 2: Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018.

 

 

Proposal 3:  Approval of the 2018 Equity Compensation Plan.

 

 

Proposal 4:  Approval on an advisory basis of the compensation of the named executive officers.

 

 

 

  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.