--- schema_version: "secwatch.filing_event.v1" accession: "0000950170-23-025686" form_type: "8-K" ticker: "PRDO" cik: "0001046568" company_name: "PERDOCEO EDUCATION Corp" filed_at: "2023-06-01T23:59:59+00:00" generated_at: "2026-06-14T08:53:30.114985+00:00" event_type: "other" sentiment: "neutral" materiality_score: 0.25 calibrated_materiality_score: 0.25 confidence: "high" source: SEC EDGAR --- # Perdoceo director Lally retires, board reduced to nine, all director nominees elected ## Summary - Thomas B. Lally retired from board effective May 25, 2023; board reduced from ten to nine directors. - Gregory L. Jackson appointed Lead Director following Lally's retirement. - All nine director nominees elected; Leslie T. Thornton received most votes against (14,085,747). - Advisory say-on-pay approved (52.2M for, 0.7M against); shareholders voted for annual frequency (47.8M for 1 year). - Amendment to Certificate of Incorporation to limit officer liability approved (46.4M for, 6.7M against). ## SEC filing metadata - accession: 0000950170-23-025686 - form_type: 8-K - ticker: PRDO - cik: 0001046568 - company_name: PERDOCEO EDUCATION Corp - filed_at: 2023-06-01T23:59:59+00:00 - event_type: other - sentiment: neutral - materiality_score: 0.25 - calibrated_materiality_score: 0.25 - confidence: high - sec_items: 5.02, 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1046568/000095017023025686/0000950170-23-025686-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1046568/000095017023025686/prdo-20230525.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000950170-23-025686 - JSON: https://secwatch.observer/filing/0000950170-23-025686.json - Plain text: https://secwatch.observer/filing/0000950170-23-025686.txt ## Key facts - Executive change Thomas B. Lally retired as Director at PERDOCEO EDUCATION Corp. - Action: retired - Role: Director source text: On February 21, 2023, Mr. Thomas B. Lally informed Perdoceo Education Corporation (the “ Company ”) that he will retire and not stand for re-election to the board of directors at the Company's annual meeting of stockholders on May 25, 2023 evidence_url: https://www.sec.gov/Archives/edgar/data/1046568/000095017023025686/0000950170-23-025686-index.htm - Executive change Gregory L. Jackson was appointed as Lead Director at PERDOCEO EDUCATION Corp. - Action: selected - Role: Lead Director source text: the independent members of the board selected Mr. Gregory L. Jackson to serve as Lead Director. evidence_url: https://www.sec.gov/Archives/edgar/data/1046568/000095017023025686/0000950170-23-025686-index.htm - Governance Changes PERDOCEO EDUCATION Corp: Amendment to Certificate of Incorporation to limit liability of certain officers (effective 2023-05-25). - Change: charter amendment - Effective: 2023-05-25 source text: On May 25, 2023, at the Annual Meeting, the Company’s stockholders approved an amendment to the Certificate of Incorporation to limit the liability of certain officers of the Company. The amendment to the Certificate of Incorporation was filed with the Secretary of State of Delaware and became effective on May 25, 2023 evidence_url: https://www.sec.gov/Archives/edgar/data/1046568/000095017023025686/0000950170-23-025686-index.htm - Shareholder Votes PERDOCEO EDUCATION Corp shareholders approved Advisory vote on frequency of the advisory vote on executive compensation at the 2023-05-25 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-05-25 source text: (3) The Company’s stockholders recommended, on a nonbinding advisory basis, the frequency of the advisory vote on executive compensation paid by the Company to its named executive officers, by the votes set forth in the table below: 1 Year: 2 Years: 3 Years: Abstain: 47,824,421 11,405 5,249,435 75,915 For Proposal 3, in light of the vote of the stockholders on this proposal, the Company has determined to hold future advisory votes on named executive officer compensation every year until the next required stockholder vote on the frequency of such votes is held or until the Board of Directors otherwise determines that a different frequency for such advisory votes is in the best interests of the Company's stockholders. evidence_url: https://www.sec.gov/Archives/edgar/data/1046568/000095017023025686/0000950170-23-025686-index.htm - Shareholder Votes PERDOCEO EDUCATION Corp shareholders approved Election of nine directors to the Company's Board of Directors at the 2023-05-25 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-25 source text: The Company held its annual meeting of stockholders on May 25, 2023 (the “ Annual Meeting ”). 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 49,007,827 4,148,367 4,982 4,801,697 Kenda B. Gonzales 52,448,833 706,726 5,617 4,801,697 Patrick W. Gross 51,344,094 1,811,966 5,116 4,801,697 William D. Hansen 51,104,502 2,051,721 4,953 4,801,697 Andrew H. Hurst 52,110,585 1,045,538 5,053 4,801,697 Gregory L. Jackson 50,648,290 2,507,818 5,068 4,801,697 Todd S. Nelson 51,074,663 2,081,521 4,992 4,801,697 Leslie T. Thornton 39,070,362 14,085,747 5,067 4,801,697 Alan D. Wheat 51,406,211 1,749,231 5,734 4,801,697 Each nominee was elected. evidence_url: https://www.sec.gov/Archives/edgar/data/1046568/000095017023025686/0000950170-23-025686-index.htm - Shareholder Votes PERDOCEO EDUCATION Corp shareholders approved Advisory vote on executive compensation paid to named executive officers at the 2023-05-25 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-25 source text: (2) 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: 52,228,195 723,949 209,032 4,801,697 Proposal 2 was approved on an advisory basis. evidence_url: https://www.sec.gov/Archives/edgar/data/1046568/000095017023025686/0000950170-23-025686-index.htm - Shareholder Votes PERDOCEO EDUCATION Corp shareholders approved Ratification of Grant Thornton LLP as independent registered public accounting firm for fiscal year ending December 31, 2023 at the 2023-05-25 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-25 source text: (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, 2023: Votes For: Against: Abstain: Broker Non-Votes 57,688,010 267,836 7,027 0 Proposal 4 was approved. evidence_url: https://www.sec.gov/Archives/edgar/data/1046568/000095017023025686/0000950170-23-025686-index.htm - Shareholder Votes PERDOCEO EDUCATION Corp shareholders approved Amendment to Restated Certificate of Incorporation to limit liability of certain officers at the 2023-05-25 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-05-25 source text: (5) The Company’s stockholders approved the amendment to the Company’s Restated Certificate of Incorporation to limit the liability of certain officers of the Company, by the votes set forth in the table below: Votes For: Against: Abstain: Broker Non-Votes 46,367,531 6,712,294 81,351 4,801,697 Proposal 5 was approved. evidence_url: https://www.sec.gov/Archives/edgar/data/1046568/000095017023025686/0000950170-23-025686-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.