Strategic Education (STRA) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 22, 2026, with voting on director elections, auditor ratification, and executive compensation advisory vote.

• Financial performance improved in 2025, with adjusted revenues of $1.27 billion and adjusted net income of $144.6 million, aided by exclusion of $22 million in restructuring costs.

• Board and management emphasize academic quality, affordability, and social impact, with ongoing investments in technology and sustainability.

Voting matters and shareholder proposals

• Stockholders will vote to elect twelve directors, ratify Deloitte & Touche LLP as auditor, and approve an advisory say-on-pay resolution.

• Proposals require a majority of votes cast; abstentions and broker non-votes have no effect.

• Stockholders can submit proposals for the 2027 meeting between November 11 and December 11, 2026.

Board of directors and corporate governance

• Board consists of ten independent directors plus the Chairman and CEO; Presiding Lead Independent Director role established in 2024.

• Board refreshment ongoing, with eight new independent directors added in the last eight years.

• Committees (Audit, Compensation, Nominating) are fully independent; regular self-assessment and stockholder outreach conducted.

• Code of Business Conduct prohibits insider trading, hedging, pledging, and short sales.