CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 29, 2021
Strategic Education, Inc.
(Exact Name of Registrant as Specified in Charter)
Maryland
0-21039
52-1975978
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
2303 Dulles Station Boulevard Herndon, VA20171 (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
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value
STRA
Nasdaq Global Select Market
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.
Effective July 29, 2021, Michael A. McRobbie was elected to serve as a Director of Strategic Education, Inc. (the “Company”). Dr. McRobbie
has not been named to serve on any committee of the Board of Directors at this time. Dr. McRobbie served as the 18th president of Indiana University (“IU”) from July 1, 2007 until his retirement in June 2021. Dr. McRobbie served as a vice
chair of the board of directors of Indiana University Health system until his retirement from IU, and is on the executive committee of the board of OneAmerica, a private mutual insurance company. A native of Australia, Dr. McRobbie holds a bachelor
of arts degree with first class honors from the University of Queensland, and a Ph.D. from Australian National University. Dr. McRobbie 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 15, 2021. There
are no arrangements or understandings between Dr. McRobbie and any other persons pursuant to which he was selected as a director. Additionally, Dr. McRobbie 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. Regulation FD Disclosure.
On August 4, 2021, the Company issued a press release announcing Dr. McRobbie’s election to the Board of Directors. A copy of the press
release is attached hereto as Exhibit 99.1.
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.
Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
STRATEGIC EDUCATION, INC.
Date: August 4, 2021
By:
/s/ Daniel W. Jackson
Daniel W. Jackson
Executive Vice President and Chief Financial Officer
