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): September 9, 2022
Strategic Education, Inc.
(Exact Name of Registrant as Specified in Charter)
Maryland
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0-21039
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52-1975978
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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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))
Securities Registered Pursuant to Section 12(b) of the Exchange Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.01 par value
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STRA
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Nasdaq Global Select Market
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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 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers. |
On September 9, 2022, the Board of Directors (the “Board”) of Strategic Education, Inc. (the “Company”) elected Michael Thawley as a member of the Board. Mr.
Thawley was appointed upon the recommendation of the Board’s Nominating and Corporate Governance Committee and has been determined by the Board to be an independent director under the listing rules of the Nasdaq Stock Market.
Mr. Thawley most recently served as Vice Chairman of Capital Group International, part of Capital Group Companies which is a fund management company with over
$2 trillion under active management, having retired from that position on August 31, 2022. He previously held several senior positions in the Australian government, including Secretary of the Department of the Prime Minister and Cabinet from 2014
through 2016. He served as Australia’s ambassador to the United States from 2000 to 2005. Mr. Thawley entered the Australian foreign service in 1972 and served at embassies throughout the world. Mr. Thawley was born in London and was educated at
Australian National University and Surrey University. He was appointed an officer in the Order of Australia in 2006 for services advancing Australia’s strategic and economic interests.
Mr. Thawley will receive compensation for his service on the Board of Directors in accordance with the Company’s standard compensation arrangements for
non-employee directors, a description of which can be found under the Caption “Director Compensation” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 14, 2022. There are no arrangements or
understandings between Mr. Thawley and any other persons pursuant to which he was selected as a director. Additionally, Mr. Thawley does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item
404(a) of Regulation S-K.
Item 7.01.
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Regulation FD Disclosure. |
On September 12, 2022, the Company issued a press release announcing the election of Mr. Thawley as a director. A copy of the press release is furnished as
Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
The information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act
of 1934, as amended, or otherwise subject to the liabilities of that Section. Further, such information shall not be deemed incorporated by reference into any of the Company’s reports or filings with the Securities and Exchange Commission, whether
made before or after the date hereof, except as expressly set forth by specific reference in such report or filing.
Item 9.01.
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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.
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STRATEGIC EDUCATION, INC.
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Date: September 12, 2022
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By:
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/s/ Daniel W. Jackson
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Daniel W. Jackson
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Executive Vice President and Chief Financial Officer
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