Strategic Education (STRA) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on April 23, 2025, with voting on director elections, auditor ratification, executive compensation, and an amendment to the equity compensation plan.

• Financial performance showed revenue growth to $1.22 billion in 2024, with net income of $112.7 million and continued international expansion through the ANZ acquisition.

• The company emphasizes affordability, academic quality, and social impact, with a focus on serving working adults and underrepresented groups.

Voting matters and shareholder proposals

• Shareholders will vote to elect thirteen directors, ratify Deloitte & Touche LLP as the new auditor, approve executive compensation (say-on-pay), and amend the 2018 Equity Compensation Plan to add 700,000 shares.

• The board recommends voting in favor of all proposals.

Board of directors and corporate governance

• The board consists of a majority of independent directors, with a separate chairman and CEO.

• Board refreshment continues, with seven new independent directors added in the last seven years.

• The Presiding Lead Independent Director role was created in response to shareholder feedback.

• Committees (Audit, Compensation, Nominating) are composed entirely of independent directors.

• The board maintains a Code of Business Conduct and encourages shareholder communication.