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  4. [8-K] PERDOCEO EDUCATION Corp Reports Material Event

Perdoceo (PRDO) shareholders back 2026 incentive plan, directors and auditor

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(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Perdoceo Education Corporation reported results of its annual stockholder meeting held on May 21, 2026. Stockholders approved the new 2026 Long-Term Incentive Plan authorizing 4,500,000 shares for equity awards, with additional shares eligible as awards under the prior 2016 plan lapse.

They also elected nine directors, with each nominee receiving more than 51.4 million votes for, and approved the 2026 plan with 51,753,505 votes for versus 2,443,873 against. Executive compensation was approved on a nonbinding advisory basis, and Grant Thornton LLP was ratified as auditor with 57,810,135 votes for.

Positive

  • None.

Negative

  • None.

Insights

Routine annual meeting with refreshed incentive plan and solid support.

Perdoceo used its annual meeting to renew governance authorizations rather than change strategy. The 2026 Long-Term Incentive Plan adds capacity for equity compensation with 4,500,000 shares plus recycling from the 2016 plan, which keeps equity-based pay tools available.

All nine directors were re-elected, the incentive plan passed with a comfortable margin, and say-on-pay and auditor ratification also received strong support. These outcomes signal continuity in oversight and compensation structure without indicating any specific shift in financial outlook.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
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.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
2026 Plan share authorization 4,500,000 shares Shares authorized for issuance under 2026 Long-Term Incentive Plan
2026 Plan approval votes for 51,753,505 votes Votes for 2026 Long-Term Incentive Plan
2026 Plan votes against 2,443,873 votes Votes against 2026 Long-Term Incentive Plan
Say-on-pay votes for 53,091,201 votes Nonbinding advisory approval of executive compensation
Auditor ratification votes for 57,810,135 votes Ratification of Grant Thornton LLP as auditor for 2026
Director vote example 54,002,764 votes for Votes for director nominee Hanna Skandera
2026 Long-Term Incentive Plan financial
"stockholders approved the Perdoceo Education Corporation 2026 Long-Term Incentive Plan (the "2026 Plan")."
restricted stock unit award agreement financial
"approved the following forms of award agreements under the 2026 Plan a form of restricted stock unit award agreement,"
A restricted stock unit (RSU) award agreement is a formal promise from a company that an employee or contractor will receive company shares (or cash equal to their value) after meeting certain conditions, such as staying with the company for a set time or hitting performance targets. Investors care because RSUs can dilute existing shares when converted, reveal how management is paid and incentivized, and signal future share issuance that can affect earnings and stock value.
performance share unit award agreement financial
"a form of performance share unit award agreement, which is attached as Exhibit 10.3;"
nonbinding advisory basis regulatory
"approved, on a nonbinding advisory basis, the executive compensation paid by the Company to its named executive officers,"
broker Non-Votes regulatory
"Votes For: | Against: | Abstain: | Broker Non-Votes 51,753,505 | 2,443,873 | 14,331 | 4,273,446"
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.
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 21, 2026

 

Perdoceo Education Corporation

(Exact Name of Registrant as Specified in Charter)

 

 

 

 

 

 

 

Delaware

0-23245

36-3932190

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

 

 

 

1750 E. Golf Road, Schaumburg, IL

60173

(Address of Principal Executive Offices)

(Zip Code)

 

Registrant’s telephone number, including area code: (847) 781-3600

Not applicable

(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 (see General Instruction A.2. below):

 

☐

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

PRDO

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 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.

Perdoceo Education Corporation (the "Company") held its annual meeting of stockholders on May 21, 2026 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the Perdoceo Education Corporation 2026 Long-Term Incentive Plan (the "2026 Plan"). Under the 2026 Plan, 4,500,000 Shares are authorized for issuance, plus any Shares underlying Awards granted under the Perdoceo Education Corporation Amended and Restated 2016 Incentive Compensation Plan (the “2016 Plan”) that, after the effective date of the 2026 Plan, expire, terminate or are canceled or forfeited under the terms of the 2016 Plan.

A summary of the 2026 Plan was included in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on Apri1 9, 2026, in the section entitled “PROPOSAL 2: Approval of Perdoceo Education Corporation 2026 Long-Term Incentive Plan,” and is incorporated herein by reference. The information included herein relating to the 2026 Plan is qualified in its entirety by reference to the actual terms of the 2026 Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

On May 21, 2026, in connection with stockholder approval of the 2026 Plan, the Compensation Committee of the Board of Directors (the "Committee") of the Company approved the following forms of award agreements under the 2026 Plan:

•
a form of restricted stock unit award agreement, which is attached as Exhibit 10.2;
•
a form of performance share unit award agreement, which is attached as Exhibit 10.3; and
•
a form of restricted stock unit award agreement for non-employee directors, which is attached as Exhibit 10.4.

 

The amount and terms of each award are determined by the Committee in its sole discretion and will be set forth in an individual’s applicable award agreement. The current forms of award agreements contain terms that are substantially similar to the terms of the existing forms of award agreements under the 2016 Plan. The foregoing description of the award agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the forms attached hereto as Exhibits 10.2, 10.3 and 10.4.

 

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

 

At the Annual Meeting, the following matters were voted on:

(1) The Company’s stockholders voted as follows to elect nine directors to the Company’s Board of Directors:

 

Directors:

Votes For:

Against:

Abstain:

Broker Non-Votes:

Dennis H. Chookaszian

52,077,303

2,131,513

2,893

4,273,446

Kenda B. Gonzales

53,729,151

479,429

3,129

4,273,446

Patrick W. Gross

52,132,896

2,075,820

2,993

4,273,446

William D. Hansen

53,293,465

915,429

2,815

4,273,446

Gregory L. Jackson

51,883,090

2,324,857

3,762

4,273,446

Todd S. Nelson

53,346,107

862,609

2,993

4,273,446

Hanna Skandera

54,002,764

206,022

2,923

4,273,446

Leslie T. Thornton

51,422,513

2,786,159

3,037

4,273,446

Alan D. Wheat

53,518,792

325,112

367,805

4,273,446

 

(2) The Company’s stockholders approved the Perdoceo Education Corporation 2026 Long-Term Incentive Plan, by the votes set forth in the table below:

 

Votes For:

Against:

Abstain:

Broker Non-Votes:

51,753,505

2,443,873

14,331

4,273,446

 

 

(3) The Company’s stockholders approved, on a nonbinding advisory basis, the executive compensation paid by the Company to its named executive officers, by the votes set forth in the table below:

 

Votes For:

Against:

Abstain:

Broker Non-Votes:

53,091,201

1,058,312

62,196

4,273,446

 

 

 

 

(4) The Company’s stockholders voted as follows to ratify the selection of Grant Thornton LLP as the independent registered public accounting firm to audit the Company’s financial statements for the year ended December 31, 2026:

 

Votes For:

Against:

Abstain:

57,810,135

671,429

3,591

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

The exhibits to this Current Report on Form 8-K are listed in the “Exhibit Index” which is contained herein and incorporated herein by reference.

 

Exhibit Index

 

Exhibit

Number

Description of Exhibit

 

 

 

*10.1

 

Perdoceo Education Corporation 2026 Long-Term Incentive Plan.

*10.2

 

Form of Restricted Stock Unit Award Agreement under the 2026 Plan.

*10.3

 

Form of Performance Share Unit Award Agreement under the 2026 Plan.

*10.4

Form of Restricted Stock Unit Award Agreement (Non-Employee Director) under the 2026 Plan.

  104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

* Management contract or compensatory plan or arrangement.

 

 

 

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.

 

PERDOCEO EDUCATION CORPORATION

 

 

 

By:

 

/s/ Greg E. Jansen

 

 

Greg E. Jansen

 

 

Senior Vice President, General Counsel and

 

 

Corporate Secretary

 

 

 

 

 

 

Dated:

 

May 27, 2026

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Perdoceo Education (PRDO) stockholders approve at the 2026 annual meeting?

Stockholders approved the 2026 Long-Term Incentive Plan, re-elected nine directors, backed executive compensation on a nonbinding advisory basis, and ratified Grant Thornton LLP as the independent registered public accounting firm for the year ended December 31, 2026.

How many shares are authorized under Perdoceo Education’s 2026 Long-Term Incentive Plan?

The 2026 plan authorizes 4,500,000 shares for issuance, plus additional shares tied to awards under the 2016 plan that later expire, terminate, are canceled, or are forfeited in accordance with the older plan’s terms after the new plan’s effective date.

How did Perdoceo Education (PRDO) stockholders vote on the 2026 incentive plan?

The 2026 Long-Term Incentive Plan received 51,753,505 votes for, 2,443,873 against, and 14,331 abstentions, with 4,273,446 broker non-votes. This indicates broad, though not unanimous, support for continuing to use equity-based compensation at the company.

What were the say-on-pay results for Perdoceo Education’s named executive officers?

Executive compensation was approved on a nonbinding advisory basis, with 53,091,201 votes for, 1,058,312 against, and 62,196 abstentions, plus 4,273,446 broker non-votes. This suggests stockholders generally agreed with the company’s current compensation practices for top executives.

Who audits Perdoceo Education’s financial statements for the year ended December 31, 2026?

Stockholders ratified Grant Thornton LLP as the independent registered public accounting firm, with 57,810,135 votes for, 671,429 against, and 3,591 abstentions. This continues the company’s engagement of Grant Thornton for its 2026 year-end financial statement audit work.

Were Perdoceo Education’s director nominees elected at the 2026 annual meeting?

All nine nominees were elected. Each director, including Dennis H. Chookaszian, Todd S. Nelson, and others, received over 51.4 million votes for, with relatively small against and abstain totals, plus 4,273,446 broker non-votes recorded on each director vote.

Filing Exhibits & Attachments

5 documents

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