Stride (LRN) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for December 5, 2024, to elect eight directors, ratify KPMG LLP as auditor, and hold a non-binding say-on-pay vote for executive compensation.

• The company achieved its eighth consecutive year of revenue growth, record profitability, and strong enrollment and retention in fiscal 2024.

• Executive compensation is closely tied to performance, with a majority of pay at risk and based on rigorous financial and operational metrics.

• The company transitioned its independent auditor from BDO USA, P.C. to KPMG LLP for fiscal 2025.

Voting matters and shareholder proposals

• Stockholders will vote on electing eight directors for one-year terms, ratifying KPMG LLP as auditor, and approving executive compensation on an advisory basis.

• Shareholder proposals and director nominations for the 2025 meeting must be submitted by June 27, 2025.

Board of directors and corporate governance

• The board consists of nine members, with eight nominated for re-election; Dr. Craig R. Barrett is retiring.

• The board is diverse in gender, ethnicity, and experience, and all non-employee directors are independent under NYSE and SEC rules.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, each with defined charters and independent members.

• Mr. Rhyu will serve as CEO and Executive Chair, and Mr. Fink as Lead Independent Director after the meeting.

• Directors are encouraged to maintain significant stock ownership and may defer compensation.