American Public Education (Nasdaq: APEI) shareholders back board, pay and auditor

Rhea-AI Filing Summary

American Public Education, Inc. reported final voting results from its 2026 Annual Meeting of Stockholders held on May 22, 2026. Stockholders representing 16,460,441 of 18,411,154 shares outstanding as of March 26, 2026 were present in person or by proxy, constituting a quorum.

All director nominees were elected, with votes for each ranging from 14,355,995 to 14,584,849 and broker non-votes of 1,822,772 for each nominee. Stockholders approved, on a non-binding advisory basis, the compensation of named executive officers, with 13,019,893 votes for and 188,783 against. They also ratified the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the year ending December 31, 2026, with 16,381,313 votes for and 56,296 against.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares outstanding on record date: 18,411,154 shares Shares represented at meeting: 16,460,441 shares Highest director votes for: 14,584,849 votes +4 more

7 metrics

Shares outstanding on record date 18,411,154 shares Common stock entitled to vote as of March 26, 2026

Shares represented at meeting 16,460,441 shares Shares present in person or by proxy, constituting a quorum

Highest director votes for 14,584,849 votes Votes for director nominee Angela K. Selden

Say-on-pay votes for 13,019,893 votes Advisory approval of named executive officer compensation

Say-on-pay votes against 188,783 votes Opposing the compensation of named executive officers

Auditor ratification votes for 16,381,313 votes Ratification of Deloitte & Touche LLP for year ending December 31, 2026

Auditor ratification votes against 56,296 votes Votes opposing Deloitte & Touche LLP as independent auditor

Key Terms

quorum, broker non-votes, non-binding advisory vote, independent registered public accounting firm, +1 more

5 terms

quorum financial

"The holders of 16,460,441 shares ... were represented ... constituting a quorum."

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

broker non-votes financial

"Granetta B. Blevins ... 4,844 ... 1,822,772 broker non-votes."

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

non-binding advisory vote financial

"stockholders approved, by a non-binding advisory vote, the compensation paid to the Company’s named executive officers."

A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.

independent registered public accounting firm financial

"ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Proxy Statement financial

"The Company’s stockholders elected the following persons, who were listed in the Proxy Statement, to the Board"

A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.

Understanding 8-K Material Events →

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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): May 22, 2026

American Public Education, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-33810		01-0724376
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

111 W. Congress Street Charles Town, West Virginia		25414
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 304-724-3700

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(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	APEI	Nasdaq Global Select Market

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 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 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of American Public Education, Inc. (the “Company”) was held on May 22, 2026. As of March 26, 2026, the date of record for determining the stockholders entitled to vote on the proposals presented at the Annual Meeting, there were 18,411,154 shares of Company common stock issued and outstanding and entitled to vote at the Annual Meeting. The holders of 16,460,441 shares of the Company’s issued and outstanding common stock were represented in person or by proxy at the Annual Meeting, constituting a quorum. The vote results detailed below represent final results as certified by the inspector of elections.

Proposal No. 1 – Election of Directors.

The Company’s stockholders elected the following persons, who were listed in the Proxy Statement, to the Board to hold office for a term expiring at the 2027 Annual Meeting of Stockholders, and until each such person’s successor is elected and qualified or until his or her earlier death, resignation or removal:

		Votes For				Votes Against				Abstentions				Broker Non-Votes
Granetta B. Blevins			14,355,995				276,830				4,844				1,822,772
Michael D. Braner			14,523,526				111,903				2,240				1,822,772
Anna M. Fabrega			14,522,513				112,903				2,253				1,822,772
Daniel S. Pianko			14,404,515				229,419				3,735				1,822,772
Angela K. Selden			14,584,849				50,567				2,253				1,822,772
Richard J. Statuto			14,401,329				229,326				7,014				1,822,772

Proposal No. 2 – Advisory Vote on the Compensation Paid to Our Named Executive Officers.

The Company’s stockholders approved, by a non-binding advisory vote, the compensation paid to the Company’s named executive officers. The votes regarding this proposal were as follows:

Votes For				Votes Against				Abstentions				Broker Non-Votes
	13,019,893				188,783				1,428,993				1,822,772

Proposal No. 3 – Ratification of Appointment of Independent Registered Public Accounting Firm.

The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The votes regarding this proposal were as follows:

Votes For				Votes Against				Abstentions
	16,381,313				56,296				22,832

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.

	American Public Education, Inc.
Date: May 26, 2026	By:	/s/ Edward Codispoti
		Edward Codispoti
		Executive Vice President and Chief Financial Officer

FAQ

What happened at American Public Education (APEI)'s 2026 Annual Meeting?

American Public Education’s 2026 Annual Meeting confirmed all director nominees, approved executive compensation on an advisory basis, and ratified Deloitte & Touche LLP as auditor. A quorum was reached with 16,460,441 shares represented out of 18,411,154 eligible shares on the record date.

How many American Public Education (APEI) shares were eligible to vote at the 2026 meeting?

A total of 18,411,154 shares of American Public Education common stock were issued, outstanding, and entitled to vote as of March 26, 2026. This figure served as the official record date share count for all proposals at the 2026 Annual Meeting.

Did American Public Education (APEI) reach a quorum for the 2026 shareholder vote?

Yes, a quorum was reached. Holders of 16,460,441 shares were represented in person or by proxy at the Annual Meeting. This satisfied quorum requirements for conducting business and certifying the final vote results on all proposals.

Were all American Public Education (APEI) director nominees elected in 2026?

All listed director nominees were elected. Each received between 14,355,995 and 14,584,849 votes for, with relatively low votes against and broker non-votes of 1,822,772 for each nominee, confirming continued board composition for the next term.

How did American Public Education (APEI) shareholders vote on executive compensation in 2026?

Shareholders approved the compensation of named executive officers in a non-binding advisory vote. There were 13,019,893 votes for, 188,783 against, 1,428,993 abstentions, and 1,822,772 broker non-votes, signaling overall support for the company’s executive pay program.

Who is American Public Education (APEI)’s auditor for the year ending December 31, 2026?

Shareholders ratified Deloitte & Touche LLP as American Public Education’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification received 16,381,313 votes for, 56,296 against, and 22,832 abstentions, indicating strong support.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.9 KB