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EX-99.1 - EXHIBIT 99.1 - Strategic Education, Inc.a51334614_ex991.htm

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 3, 2016


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))


Item 2.02.

Results of Operations and Financial Condition.

On May 4, 2016, Strayer Education, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2016.  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 2016 Annual Meeting of Stockholders on May 3, 2016.  There were 11,153,979 shares of common stock eligible to be voted at the Annual Meeting and 10,330,717 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 nine directors to the Board of Directors.

Nominee   Votes For   Votes Against   Abstain   Broker Non-Vote
Robert S. Silberman 9,663,928 196,686 3,407 466,696
Dr. John T. Casteen, III 9,576,555 273,224 14,242 466,696
Dr. Charlotte F. Beason 9,596,181 264,432 3,408 466,696
William E. Brock 9,786,737 72,297 4,987 466,696
Robert R. Grusky 9,788,751 69,851 5,419 466,696
Karl McDonnell 9,780,926 67,708 15,387 466,696
Todd A. Milano 9,594,491 264,543 4,987 466,696
G. Thomas Waite, III 9,607,819 240,815 15,387 466,696
J. David Wargo 9,362,803 496,099 5,119 466,696

Proposal 2: Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016.

Votes For   Votes Against   Abstain   Broker Non-Vote
10,288,598 41,231 888 0

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

Votes For   Votes Against   Abstain   Broker Non-Vote
7,368,154 2,480,616 15,251 466,696

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit Number

Description

 
 

99.1

Press Release, dated May 4, 2016


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 4, 2016

By:

/s/ Daniel W. Jackson

Daniel W. Jackson

Executive Vice President and Chief Financial Officer