PRDO Perdoceo Education
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): June 3, 2021
Perdoceo Education Corporation
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction
(Commission File Number)
231 N. Martingale Rd., Schaumburg, IL
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: (847) 781-3600
(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
Name of each exchange on which registered
Common Stock, $0.01 par value
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. ☐
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Perdoceo Education Corporation (the "Company") held its annual meeting of stockholders on June 3, 2021 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the Perdoceo Education Corporation Amended and Restated 2016 Incentive Compensation Plan (the “A&R 2016 Plan”) to, among other things, increase by 6,500,000 the number of shares of the Company’s common stock, par value $0.01 per share (the “Shares”), that will be available for issuance under the A&R 2016 Plan, resulting in the aggregate Share limit increasing from 4,200,000 to 10,700,000 (subject to adjustment, including under the share counting rules, and the addition of Shares from forfeited and terminated awards under the Company’s prior plans).
A summary of the A&R 2016 Plan was included in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on Apri1 20, 2021, in the section entitled “PROPOSAL 3: Approval of the Perdoceo Education Corporation Amended and Restated 2016 Incentive Compensation Plan,” and is incorporated herein by reference. The information included herein relating to the A&R 2016 Plan is qualified in its entirety by reference to the actual terms of the A&R 2016 Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the following matters were voted on:
(1)The Company’s stockholders voted as follows to elect nine directors to the Company’s Board of Directors:
Dennis H. Chookaszian
Kenda B. Gonzales
Patrick W. Gross
William D. Hansen
Gregory L. Jackson
Thomas B. Lally
Todd S. Nelson
Leslie T. Thornton
Alan D. Wheat
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:
The Company’s stockholders voted as follows to approve the Perdoceo Education Corporation Amended & Restated 2016 Incentive Compensation Plan:
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, 2021:
Financial Statements and Exhibits
The exhibits to this Current Report on Form 8-K are listed in the “Exhibit Index” which is contained herein and incorporated herein by reference.
Description of Exhibit
Cover Page Interactive Data File (embedded within the Inline XBRL document)
*Management contract or compensatory plan or arrangement.
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
/s/ Jeffrey D. Ayers
Jeffrey D. Ayers
Senior Vice President, General Counsel and
June 8, 2021