false
0001600222
0001600222
2026-07-09
2026-07-09
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 9, 2026
Phoenix Education Partners, Inc.
(Exact name of Registrant as specified in its charter)
| Delaware |
|
001-42899 |
|
38-3922540 |
|
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
|
4035 S. Riverpoint Parkway
Phoenix, AZ |
|
85040 |
| (Address of principal executive offices) |
|
(Zip Code) |
(800) 990-2765
(Registrant’s telephone number, including area
code)
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, par value $0.01 per share |
|
PXED |
|
New York Stock Exchange |
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 9, 2026,
Robert Brackenbury was appointed to the Board of Directors (“Board”) of Phoenix Education Partners, Inc. (the “Company”)
as a Class I director. Mr. Brackenbury will serve on the audit committee of the Board.
Mr. Brackenbury
previously served at the State of Michigan Retirement System from 2010 to 2026, most recently as the Deputy Chief Investment Officer,
where he oversaw the investment management of more than $170 billion in combined pension and other state trust fund assets. Mr. Brackenbury
also held several senior leadership positions with the State of Michigan Retirement System. Earlier in his career with the State of Michigan,
Mr. Brackenbury served as a State Tax Tribunal judge and as an Assistant Attorney General. Mr. Brackenbury spent a decade in senior administrative
roles at Eastern Michigan University and serves as an investment committee member for local community foundations in Michigan. Mr. Brackenbury
also served as a U.S. Army officer, both on active duty and in the U.S. Army Reserve. Mr. Brackenbury currently serves on the board of
directors of Athene Holding Ltd. Mr. Brackenbury holds a Bachelor of Science degree in mathematics and economics and a Master of Arts
degree in economics from Eastern Michigan University, a Master of Business Administration degree from the University of Michigan Ross
School of Business, and a Juris Doctor degree from Wayne State University Law School. He also completed the Senior Executives in State
and Local Government Program at Harvard Kennedy School.
Mr. Brackenbury
has entered into a standard indemnification agreement with the Company, the form of which is attached as exhibit 10.22 to the Company’s
Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 20, 2025.
Mr. Brackenbury will also be eligible to receive director compensation from the Company as more fully described under the caption “Director
Compensation” on pages 27 and 28 of the Company’s Proxy Statement for 2025 Annual Meeting of Stockholders, filed with the
SEC on December 29, 2025.
There are no
arrangements or understandings between Mr. Brackenbury and any person pursuant to which Mr. Brackenbury was selected as a director. There
have been no transactions since the beginning of the Company’s last fiscal year, and there are no currently proposed transactions,
in which the Company was or is to be a participant and in which Mr. Brackenbury, or any member of his immediate family had or will have
any interest, that are required to be reported under Item 404(a) of Regulation S-K.
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.
| |
PHOENIX EDUCATION PARTNERS, INC. |
|
| |
|
|
|
|
| |
|
|
|
|
| Date: July 13, 2026 |
By: |
/s/ Srini Medi |
|
| |
|
Name: |
Srini Medi |
|
| |
|
Title: |
Chief Legal Officer and Secretary |
|