Perdoceo Education (PRDO) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 22, 2025, with voting on director elections, executive compensation, and auditor ratification.

• Proxy materials are available online, and shareholders are encouraged to vote via internet, phone, or mail.

• The company acquired University of St. Augustine for Health Sciences in December 2024, expanding into graduate health sciences.

• Operating income increased to $174.3 million in 2024, while revenue decreased by 4% due to segment declines offset by the acquisition.

Voting matters and shareholder proposals

• Shareholders will vote to elect nine directors, approve executive compensation (Say-on-Pay), and ratify Grant Thornton LLP as auditor.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2026 meeting must be submitted 90–120 days before May 22, 2026.

Board of directors and corporate governance

• Board consists of nine members, with a majority being independent.

• Chairman and CEO roles are separated; Gregory Jackson serves as independent Chairman.

• Committees include Audit, Compensation, Compliance and Risk, and Nominating and Governance, all composed of independent directors.

• Board skills matrix highlights expertise in education, finance, IT, cybersecurity, and governance.

• Directors are expected to attend at least 75% of meetings; all did so in 2024.