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

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))

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 26, 2022, the Board of Directors (the “Board”) of Stride, Inc. (the “Company”) increased the size of the Board from nine members to ten members and, upon the recommendation of the Nominating and Corporate Governance Committee of the Board, elected Joe Verbrugge to serve as a member of the Board, effective August 5, 2022. Mr. Verbrugge was not appointed to serve on any committees of the Board.

There are no arrangements or understandings between Mr. Verbrugge and any other person pursuant to which Mr. Verbrugge was selected as a director of the Company. Mr. Verbrugge will serve as a director of the Company until the next annual meeting of stockholders of the Company and until his successor is elected and qualified or until his earlier death, retirement, resignation or removal.

Mr. Verbrugge will be compensated in accordance with the Company’s Amended Non-Employee Directors Compensation Plan (the “Plan”) in effect from time to time. Based on the Plan, Mr. Verbrugge will receive an annual award of restricted stock equivalent to $145,000 and an annual cash retainer of $70,000 for service as a member of the Board, prorated for the period from the date of appointment to December 31, 2022.

Item 7.01.          Regulation FD Disclosure.

On July 27, 2022, the Company issued a press release announcing the election of Mr. Verbrugge to 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.

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.

Exhibit 99.1

Joseph A. Verbrugge Joins Stride, Inc. Board of Directors

Innovative leader brings financial and operational expertise to Stride Board

RESTON, Va.--(BUSINESS WIRE)--July 27, 2022--Stride, Inc. (NYSE: LRN)—a leading provider of innovative, high-quality, and tech-enabled education solutions—is pleased to announce that Joseph A. Verbrugge has been elected to the company’s Board of Directors. Verbrugge will join the Board on August 5, 2022.

Verbrugge is Chief Commercial Officer of Sirius XM Holdings Inc., where he leads all commercial elements, outside of advertising sales, focused on growing subscribers and revenue for the SiriusXM, Pandora and Stitcher brands.

“We’re excited to welcome Joe to Stride’s Board of Directors,” said Nate Davis, Chairman of the Stride, Inc. Board of Directors. “Joe’s leadership experience in marketing, partnership development, strategy, operations and human resources, coupled with his passion for growing new businesses will be a tremendous benefit to Stride and its shareholders as we continue to execute on our mission to transform learning for students of all ages. His diverse background will provide unique perspectives for our innovation, growth, and partnership opportunities.”

Earlier in his career, Verbrugge was a management consultant with The Dealy Strategy Group LLC where he advised senior leaders of media, technology and services companies on strategy, operations and transactions. He currently serves on the board of directors for Sirius XM Canada. He is also on the Board of Advisors for Georgetown University’s McDonough School of Business.

“Without a doubt, access to a high-quality education is critical to helping our nation address its most pressing challenges,” said Verbrugge. “I am honored to join the Board of a company that’s a leading innovator in the education space and is helping thousands of learners reach their college and career potential.”

Verbrugge earned a bachelor of arts degree in political science from the University of Michigan, a Master of Business Administration from the McDonough School of Business at Georgetown University, and a doctoral degree in management studies from the University of Oxford.

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:

        Dana Still 

        Communications Director 

        Stride, Inc. 

        dstill@k12.com