Form 8-K - Current report

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 23, 2024

Perdoceo Education Corporation

(Exact Name of Registrant as Specified in Charter)



Delaware	0-23245	36-3932190
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)



1750 E. Golf Road, Schaumburg, IL		60173
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (847) 781-3600

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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	PRDO	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 5.07	Submission of Matters to a Vote of Security Holders.

The Company held its annual meeting of stockholders on May 23, 2024 (the “Annual Meeting”). At the Annual Meeting, the following matters were voted on:

(1) The Company’s stockholders voted as follows to elect eight directors to the Company’s Board of Directors:


Directors:	Votes For:	Against:	Abstain:	Broker Non-Votes:
Dennis H. Chookaszian	50,919,303	2,604,197	4,191	2,919,638
Kenda B. Gonzales	53,129,088	393,365	5,238	2,919,638
Patrick W. Gross	52,470,773	1,051,565	5.353	2,919,638
William D. Hansen	51,030,816	2,492,829	4,046	2,919,638
Gregory L. Jackson	50,621,286	2,902,435	3,970	2,919,638
Todd S. Nelson	52,720,922	802,724	4,045	2,919,638
Leslie T. Thornton	43,512,824	10,009,495	5,372	2,919,638
Alan D. Wheat	51,854,483	1,666,671	6,537	2,919,638

Each nominee was elected.

(2) The Company’s stockholders approved, on a nonbinding advisory basis, the executive compensation paid by the Company to its named executive officers, by the votes set forth in the table below:


Votes For:	Against:	Abstain:	Broker Non-Votes:
51,573,537	1,768,833	185,321	2,919,638

Proposal 2 was approved on an advisory basis.

(3) The Company’s stockholders voted as follows to ratify the selection of Grant Thornton LLP as the independent registered public accounting firm to audit the Company’s financial statements for the year ended December 31, 2024:


Votes For:	Against:	Abstain:	Broker Non-Votes
55,691,025	741,865	14,439	0

Proposal 3 was approved.

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.


PERDOCEO EDUCATION CORPORATION

By:		/s/ Greg E. Jansen
		Greg E. Jansen
		Senior Vice President, General Counsel and
		Corporate Secretary


Dated:		May 24, 2024

Document and Entity Information	May 23, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 23, 2024
Entity Registrant Name	Perdoceo Education Corporation
Entity Central Index Key	0001046568
Entity Emerging Growth Company	false
Securities Act File Number	0-23245
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	36-3932190
Entity Address, Address Line One	1750 E. Golf Road
Entity Address, City or Town	Schaumburg
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60173
City Area Code	847
Local Phone Number	781-3600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	PRDO
Security Exchange Name	NASDAQ