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):
 
June 27, 2022
 

 
Stride, Inc.
 
 
(Exact name of registrant as specified in its charter)
 

Delaware
 
001-33883
 
95-4774688
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)

2300 Corporate Park Drive,
Herndon, Virginia
 
20171
(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 June 27, 2022, Timothy Medina notified Stride, Inc. (the “Company”) that he would retire from his position as Chief Financial Officer of the Company, effective June 30, 2022, and will remain with the Company as Special Advisor to the Chief Executive Officer until June 30, 2023.  On June 29, 2022, the Board of Directors of the Company appointed Donna Blackman to serve as Chief Financial Officer of the Company, effective July 1, 2022. Mr. Medina will work closely with Ms. Blackman to ensure a smooth and orderly transition of responsibilities.

Ms. Blackman, age 55, has served as the Company’s Chief Accounting Officer and Treasurer since joining the Company in May 2020. Prior to that she served as the Senior Vice President of Business Operations at BET Networks from July 2013 to January 2019, where she oversaw finance, strategy, research, live events, security, facilities, and operations. During her tenure at BET, she also held roles as Senior Vice President and Head of Finance, Senior Vice President, Financial Planning and Analysis, and Senior Vice President Finance and Controller. Earlier in her career, Ms. Blackman worked for Marriott International and KPMG in a variety of leadership roles in accounting and finance. Ms. Blackman earned a Master of Business Administration from the University of Maryland’s Robert H. Smith School of Business and a bachelor’s degree in Accounting from North Carolina State University, and is a certified public accountant.

In connection with her appointment as Chief Financial Officer of the Company, Ms. Blackman will, effective July 1, 2022, be entitled to an annual base salary of $525,000 and a target annual bonus equal to 100% of her annual base salary. Also in connection with her transition to the role of Chief Financial Officer, the Company entered into an executive change in control severance agreement with Ms. Blackman that provides that, upon termination of her employment by the Company without cause or the resignation of employment by her for good reason, in either case, within two years following a change in control of the Company, she will be entitled to receive, subject to signing and not revoking a general release of claims in favor of the Company and continued compliance with certain restrictive covenants, (i) a lump sum severance payment in an amount equal to 1.5 times the standard severance she would be entitled to receive under the Company’s then-prevailing severance practices and 1.5 times her target annual bonus; (ii) reimbursement for the Company paid portion of the COBRA premiums required to continue group medical, dental and vision coverage for her and her covered dependents for a period of up to 12 months following termination; and (iii) accelerated vesting of all unvested equity or equity-based awards, provided that, unless a provision more favorable to her is included in an applicable equity award agreement, any such awards that are subject to performance-based vesting conditions will only be payable subject to the attainment of the performance measures for the applicable performance period as provided under the terms of the applicable award agreement. Ms. Blackman will also be entitled to receive severance pay upon a qualifying termination of employment that is not contemplated by her change in control severance agreement in the amount of 12 months of base salary.

The foregoing description of Ms. Blackman’s change in control severance agreement is qualified in its entirety by the full text of the Company’s Form of Executive Change in Control Severance Agreement, which is included as Exhibit 10.1 hereto and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On June 29, 2022, the Company issued a press release announcing the appointment of Ms. Blackman as Chief Financial Officer. 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
     
 
     
 
     
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:  June 29, 2022
By: /s/ Vincent W. Mathis
 
Name: Vincent W. Mathis
 
Title:   Executive Vice President, General Counsel and Secretary

Exhibit 99.1

Donna Blackman Named New Chief Financial Officer of Stride, Inc.

RESTON, Va.--(BUSINESS WIRE)--June 29, 2022--Stride, Inc. (NYSE: LRN)—a leading provider of innovative, high-quality, and tech-enabled education solutions—today named Donna Blackman as its new Chief Financial Officer, effective July 1, 2022.

Ms. Blackman has served as Stride’s Chief Accounting Officer and Treasurer for the past two years. She will replace outgoing CFO Timothy Medina, who is retiring. Mr. Medina will remain as a consultant to Stride while Ms. Blackman transitions into her new role.

“Having worked closely with Donna over the past two years, I am confident that no one is more prepared for this opportunity,” said James Rhyu, Stride’s Chief Executive Officer. “Under her leadership, we will continue to expand our core business and drive growth in our career learning programs and services—now and in the future.”

Among many accomplishments during his tenure, Mr. Medina has been integral in Stride’s efforts to lead the future of innovation in education—particularly in the career learning space, including the acquisitions of MedCerts and Tech Elevator, as well as leading the implementation of Stride’s environmental, social, and governance reporting.

With more than two decades of experience in finance and operations, Ms. Blackman brings a wide breadth of expertise in accounting and strategic planning to the CFO role.

Prior to joining Stride in 2020, Ms. Blackman served as the Senior Vice President of Business Operations at BET Networks, a subsidiary of Viacom. In this position, she oversaw an organization responsible for finance, strategy, research, live events, security, facilities, and operations. During her tenure at BET, Ms. Blackman also held roles as Senior Vice President and Head of Finance, Senior Vice President Financial Planning and Analysis, and Senior Vice President Finance and Controller.

“As we continue to provide the best digital learning products and services for learners of all ages, I am honored to begin this new journey and help lead Stride into the next stage of growth,” Ms. Blackman said.

Earlier in her career, Ms. Blackman worked for both Marriott International and KPMG in a variety of leadership roles in accounting and finance positions. She holds a Master of Business Administration from the University of Maryland’s Robert H. Smith School of Business and a bachelor’s degree in accounting from North Carolina State University. She is also a Certified Public Accountant.

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 Fortune 500 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

Media Contact:
Dana Still
Communications Director
Stride, Inc.
[email protected]