Phoenix Education Partners (PXED) Proxy Filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on February 12, 2026, with voting and participation available online.

• Stockholders of record as of December 29, 2025, are eligible to vote on proposals and attend the meeting.

• Proxy materials are distributed primarily via the Internet to reduce costs and environmental impact, with printed copies available upon request.

• The Board recommends voting FOR all director nominees and the ratification of the external auditor.

Voting matters and shareholder proposals

• Stockholders will vote on the election of three Class I directors for three-year terms and the ratification of Deloitte & Touche LLP as the independent auditor for fiscal 2026.

• Additional business may be transacted as appropriate.

• Shareholders can submit proposals for the 2027 meeting by August 31, 2026, and must follow advance notice requirements for nominations.

Board of directors and corporate governance

• The Board is divided into three classes with staggered three-year terms; currently, there are ten directors.

• Apollo and Vistria stockholders have rights to nominate directors based on their ownership percentages.

• The company is a “controlled company” under NYSE rules, allowing exemptions from certain governance requirements, such as a majority of independent directors.

• Four standing committees: Audit, Compensation, Nominating and Corporate Governance, and Student Outcomes Advisory.

• Committee charters and governance documents are available on the company website.

• The Board regularly reviews risk, including ESG and cybersecurity, and receives reports from management.

• Non-management directors meet in executive session regularly.