8-K
Stride, Inc. (LRN)
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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
| Date of Report (Date of Earliest Event Reported): | July 29, 2022 | |
|---|---|---|
| Stride, Inc. | ||
| --- | ||
| (Exact name of registrant as specified in its charter) | ||
| Delaware | 001-33883 | 95-4774688 |
| --- | --- | --- |
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission<br><br> <br>File Number) | (IRS Employer<br><br> <br>Identification No.) |
| 11720 Plaza America, 9th Floor, Reston, Virginia | 20190 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) | |
| Registrant’s telephone number, including area code: | (703) 483-7000 | |
| --- | --- | |
| Former name or former address, if changed since last report | ||
| --- |
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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
| Securities registered pursuant to Section 12(b) of the Act: | ||
|---|---|---|
| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Common Stock, $0.0001 par value per share | LRN | New York Stock Exchange (NYSE) |
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 29, 2022, Stride, Inc. (the “Company”) and Nathaniel A. Davis agreed that Mr. Davis would step down from his position as Executive Chairman of the Company and as a member of the Board of Directors (the “Board”) of the Company, effective September 30, 2022. Mr. Davis’s departure is not the result of any disagreement between Mr. Davis and the Company or its management on any matter relating to the Company’s operations, policies or practices.
Item 7.01 Regulation FD Disclosure.
On August 4, 2022, the Company issued a press release announcing Mr. Davis stepping down as Executive Chairman and Dr. Craig R. Barrett succeeding Mr. Davis as Chairman of the Board. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated by reference herein.
The information included in this Item 7.01 and in Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall any such information or exhibits be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such document.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release, dated August 4, 2022 |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
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.
| Stride, Inc. | ||
|---|---|---|
| Date: August 4, 2022 | By: | /s/ Vincent W. Mathis |
| Name: Vincent W. Mathis | ||
| Title: Executive Vice President, General Counsel and Secretary |
Exhibit 99.1
Stride, Inc.’s Chairman Nathaniel A. Davis to Retire
Board of Directors elects Dr. Craig R. Barrett as Chairman
RESTON, Va.--(BUSINESS WIRE)--August 4, 2022--Stride, Inc. (NYSE: LRN)—a leading provider of innovative, high-quality, and tech-enabled education solutions— announced that its Board of Directors has elected Dr. Craig R. Barrett as Chairman of the Board. Dr. Barrett will succeed Nathaniel A. Davis, outgoing Board Chairman, and former CEO, who is retiring Sept 30, 2022, after a remarkable 13-year career with the company.
“It has been a privilege to serve as a member of a board and executive team that expanded learning options for millions of students across the country,” said Mr. Davis. “I am incredibly confident in the future of Stride and am thrilled that Craig will be taking over as Board Chairman. He and CEO James Rhyu have a long-standing commitment to helping students access high-quality education. I’m proud that Craig will support James in leading the company through its next phase of growth and innovation.”
During his tenure, Mr. Davis led the company in its improvement of student academic outcomes, retention, and graduation rates. He prioritized the customer experience, strengthened teacher tools and student-teacher interaction opportunities, and ushered in an era that expanded the Company’s use of new technologies.
Importantly, he also launched the company’s career learning business, which gives students the chance to explore opportunities in high-demand careers. Stride’s career learning business currently serves more than 42,000 students, growing 36% year-over-year. As part of this effort, Mr. Davis led transformative investments in three of the nation’s leading workforce development companies—Galvanize, MedCerts, and Tech Elevator.
Under his leadership, Stride’s revenues topped $1.5 billion on an annual basis, while increasing profitability and free cash flow.
“It’s an honor to be elected to chair the Board,” said Dr. Barrett. “I’m extremely excited about Stride’s potential, and value the company’s legacy of innovation and its commitment to the students, families, schools, and customers that Nate championed. I look forward to leading the Board in building on Stride’s strong foundation to create long-term shareholder value.”
Dr. Barrett joined the Stride Board as a director in September 2010. He served as Chairman and CEO of Intel Corporation, which he joined in 1974, until his retirement in 2009. Prior to Intel, Dr. Barrett served as a faculty member in the Department of Materials Science and Engineering at Stanford University.
Dr. Barrett currently serves as Chair of the Carnegie Institution of Science and President and Chair of BASIS Schools, Inc . He earned bachelor’s, master’s, and doctoral degrees in materials science from Stanford University.
About Stride, Inc.
At Stride, Inc. (NYSE: LRN), we are reimagining learning—where learning is lifelong, deeply personal, and prepares learners for tomorrow. The company has transformed millions of people’s teaching and learning experiences by providing innovative, high-quality, tech-enabled education solutions, curriculum, and programs directly to students, schools, the military, and enterprises in primary, secondary, and postsecondary settings. Stride is a premier provider of K-12 education for students, schools, and districts, including career learning services through middle and high school curriculum. For adult learners, Stride delivers professional skills training in healthcare and technology, as well as staffing and talent development for Fortune500 companies. Stride has delivered millions of courses over the past decade and serves learners in all 50 states and more than 100 countries. The company is a proud sponsor of the Future of School, a nonprofit organization dedicated to closing the gap between the pace of technology and the pace of change in education. More information can be found at stridelearning.com, K12.com, galvanize.com, techelevator.com, and medcerts.com.
Contacts
Stride, Inc. Press Contact:
Dana Still
Communications Director
Stride, Inc.
dstill@k12.com