================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) FEBRUARY 22, 2006 ----------------------------- STRAYER EDUCATION, INC. -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) MARYLAND -------------------------------------------------------------------------------- (State or other jurisdiction of incorporation) 0-21039 52-1975978 -------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) 1100 WILSON BOULEVARD, #2500, ARLINGTON, VA 22209 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (703) 247-2500 -------------------------------------------------------------------------------- (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 (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)) ================================================================================ ================================================================================ ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS. On February 22, 2006, the Company received a letter from Steven B. Klinsky notifying the Company that he will not stand for re-election as a director at the Company's Annual Meeting of Shareholders to be held in May, 2006 because of other business demands on his time. Mr. Klinsky's term will end at the Annual Meeting and he will continue to serve as a director until the Annual Meeting. Mr. Klinsky's decision not to seek re-election was not because of any disagreements with the Company on any matter relating to the Company's operations, policies or practices. In Mr. Klinsky's letter to the Company's Chairman and Chief Executive Officer, Robert S. Silberman, Mr. Klinsky stated that: "It has been an absolute pleasure serving on the Board of such a fine institution. I wish you and the entire management team the best as you continue to bring value to your shareholders and students." A copy of Mr. Klinsky's letter to the Company is attached as Exhibit 99.1 and is incorporated by reference into this Item 5.02. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. Exhibit 99.01 Letter dated February 21, 2006 from Steven B. Klinsky to the Company ================================================================================ 2 -------------------------------------------------------------------------------- SIGNATURES Pursuant to the requirements of the Securities and 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: February 28, 2006 By: /s/ Mark C. Brown --------------------- Mark C. Brown Senior Vice President and Chief Financial Officer ================================================================================ 3 ================================================================================ EXHIBIT INDEX EXHIBIT DESCRIPTION --------------- ------------------------ 99.01 Letter dated February 21, 2006 from Steven B. Klinsky to the Company ================================================================================ 4 -------------------------------------------------------------------------------- EXHIBIT 99.01 -------------------------------------------------------------------------------- February 21, 2006 Robert S. Silberman Strayer Education, Inc. 1100 Wilson Blvd., Suite 2500 Arlington, VA 22209 Dear Rob: I am writing to inform you that I have decided not to stand for re-election to the board of Strayer Education, Inc. at this year's annual meeting of shareholders. Given the ever increasing demands on my time at New Mountain and its various portfolio companies, I believe that this is the best decision at this time. It has been an absolute pleasure serving on the Board of such a fine institution. I wish you and the entire management team the best as you continue to bring value to your shareholders and students. Sincerely, Steven B. Klinsky