LRN 8-K
Stride, Inc. (LRN)
8-K
2023-12-08
For: 2023-12-07
View Original
Added on
April 07, 2026
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of Earliest Event Reported):
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(Exact name of registrant as specified in its charter)
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
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(
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Former name or former address, if changed since last report
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or
Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The annual meeting of the stockholders of Stride, Inc. (the “Company”) was held on December 7, 2023. The Company previously filed with the Securities and
Exchange Commission a definitive proxy statement and related materials pertaining to this meeting, which describe in detail each of the five proposals submitted to stockholders at the meeting. The final results for the votes regarding each
proposal are set forth below.
Proposal 1: Election of Directors
The ten nominees for the Board of Directors were elected to hold office until the next annual meeting of stockholders or until such time as their respective
successors are elected and qualified or their earlier resignation, death, or removal from office. The tabulation of votes is set forth below:
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For
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Withheld
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Broker Non-Vote
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Aida M. Alvarez
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34,753,849
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1,895,647
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1,979,998
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Craig R. Barrett
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34,596,394
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2,053,102
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1,979,998
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Robert L. Cohen
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35,328,936
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1,320,560
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1,979,998
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Steven B. Fink
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34,969,108
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1,680,388
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1,979,998
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Robert E. Knowling, Jr.
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35,940,426
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709,070
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1,979,998
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Allison Lawrence
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36,462,830
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186,666
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1,979,998
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Liza McFadden
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34,527,265
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2,122,231
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1,979,998
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James J. Rhyu
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36,397,017
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252,479
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1,979,998
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Ralph Smith
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36,094,200
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555,296
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1,979,998
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Joseph A. Verbrugge
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36,292,534
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356,962
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1,979,998
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Proposal 2: Ratification of Appointment of Independent Auditor
The appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2024 was ratified with
36,960,473 votes for, 1,282,500 votes against, 386,521 abstentions, and no broker
non-votes.
Proposal 3: Advisory Vote to Approve Named Executive Officer Compensation
The compensation paid to the Company’s named executive officers, as disclosed in the Compensation Discussion and Analysis and the accompanying tables in the
proxy statement, was approved on an advisory basis (non-binding). There were 33,715,882 votes for, 2,519,857 votes against, 413,757 abstentions, and 1,979,998 broker non-votes.
Proposal 4: Advisory Vote on the Frequency of Future Advisory Votes to Approve Named Executive Officer Compensation
A frequency of one year was approved on an advisory basis
(non-binding) as the recommended frequency of future advisory votes to approve executive compensation (“Say on Pay”) with 33,207,569 votes for
one year, 8,037 votes for two years, 3,059,665 votes for three years, 374,225 abstentions, and 1,979,998 broker non-votes.
Based on these voting results, the Board of Directors of the Company has determined that the Company will hold future Say on Pay votes every
year, until the next required advisory vote on the frequency of Say on Pay.
Proposal 5: Stockholder Proposal regarding
a Report on Lobbying
The stockholder proposal regarding a report on lobbying activities and expenditures was not approved. There were 17,857,527 votes for, 18,249,329 votes
against, 542,640 abstentions, and 1,979,998 broker non-votes.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
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Stride, Inc. | |
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| Date: December 7, 2023 | By: /s/Vincent W. Mathis | |
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Name: | Vincent W. Mathis |
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Title: |
Executive Vice President, General Counsel and Secretary
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