8-K

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): September 9, 2022

Strategic Education, Inc.

(Exact Name of Registrant as Specified in Charter)

Maryland	0-21039	52-1975978
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2303 Dulles Station Boulevard
Herndon, VA 20171
 (Address of Principal Executive Offices) (Zip Code)

(703) 561-1600
 (Registrant’s telephone number, including area code)

N/A
 (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 Exchange Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	STRA	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.

On September 9, 2022, the Board of Directors (the “Board”) of Strategic Education, Inc. (the “Company”) elected Michael Thawley as a member of the Board. Mr. Thawley was appointed upon the recommendation of the Board’s Nominating and Corporate Governance Committee and has been determined by the Board to be an independent director under the listing rules of the Nasdaq Stock Market.

Mr. Thawley most recently served as Vice Chairman of Capital Group International, part of Capital Group Companies which is a fund management company with over $2 trillion under active management, having retired from that position on August 31, 2022. He previously held several senior positions in the Australian government, including Secretary of the Department of the Prime Minister and Cabinet from 2014 through 2016. He served as Australia’s ambassador to the United States from 2000 to 2005. Mr. Thawley entered the Australian foreign service in 1972 and served at embassies throughout the world.  Mr. Thawley was born in London and was educated at Australian National University and Surrey University. He was appointed an officer in the Order of Australia in 2006 for services advancing Australia’s strategic and economic interests.

Mr. Thawley will receive compensation for his service on the Board of Directors in accordance with the Company’s standard compensation arrangements for non-employee directors, a description of which can be found under the Caption “Director Compensation” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 14, 2022. There are no arrangements or understandings between Mr. Thawley and any other persons pursuant to which he was selected as a director. Additionally, Mr. Thawley does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 7.01.
Regulation FD Disclosure.

On September 12, 2022, the Company issued a press release announcing the election of Mr. Thawley as a director. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

The information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. Further, such information shall not be deemed incorporated by reference into any of the Company’s reports or filings with the Securities and Exchange Commission, whether made before or after the date hereof, except as expressly set forth by specific reference in such report or filing.

Item 9.01. 
Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit No.	Description
99. 1	Press Release issued by Strategic Education, Inc. dated September 12, 2022
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	STRATEGIC EDUCATION, INC.
Date: September 12, 2022
	By:	/s/ Daniel W. Jackson
		Daniel W. Jackson
		Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

Strategic Education, Inc. Announces Appointment of Former Australian Ambassador to the United States Michael Thawley to Board of Directors

Distinguished Australian business leader and diplomat joins Strategic Education’s Board

HERNDON, Va.--(BUSINESS WIRE)--September 12, 2022--Strategic Education, Inc. (Strategic Education) (NASDAQ: STRA) announced today that former Australian Ambassador to the United States, the Honorable Michael Thawley, has been appointed to the Company’s board of directors. Mr. Thawley joins the Strategic Education Board of Directors with a broad range of international and Australia-based business leadership excellence as former vice-chairman of Capital Group International, a member of Capital Group Companies.

“I am thrilled to welcome Michael to the Strategic Education Board of Directors,” said Robert Silberman, Executive Chairman of Strategic Education. “Through our acquisition of Torrens University, Think Education, and Media Design School, Strategic Education has a prominent presence in Australia and New Zealand, and bringing Michael on will bolster our strategic plans and growth opportunities in the market. Michael is the perfect candidate to further strengthen our partnerships in the region and we are very honored to have him on board.”

“Ever since Strategic Education entered the Australia-New Zealand market, I have been impressed by the growth and innovation mindset of the leadership,” said Mr. Thawley. “I look forward to contributing to the Board’s worthy mission of improving opportunity for its students.”

Mr. Thawley entered the Australian foreign service in 1972 and served at embassies throughout the world. He was head of the international division of the Prime Minister’s department under Prime Minister Keating from 1993 to 1996 and then international adviser to Prime Minister Howard from 1996 to 1999.

From 2000 to 2005, Mr. Thawley served as Australia’s ambassador to the United States, playing a key role in achieving a free-trade agreement between Australia and the United States and legislation that provided a unique visa for Australian professionals to work in the US. After serving under Prime Minister Howard, Mr. Thawley worked for Capital Group, one of the world’s oldest and largest fund management companies, with over $2 trillion of listed equities and bonds under active management. While at Capital Group Mr. Thawley served as Senior Vice President and International Adviser of Capital Strategy, Inc.; Senior Vice President of Capital Research and Management Company; and as Vice Chairman of the Board of several global mutual funds in the American Funds family.

In late 2014 he returned to Australia as the secretary of the department of the Prime Minister and Cabinet under Prime Minister Abbott and then briefly under Prime Minister Turnbull. In this position, he was the chief policy adviser to the prime minister and head of the Australian public service, before rejoining Capital Group in August 2016.

Mr. Thawley was born in London and was educated at Australian National University and Surrey University. Mr. Thawley will remain vice chairman of the board of Capital International Fund which oversees the management of funds invested by mostly non-US clients.

About Strategic Education, Inc.

Strategic Education, Inc. (NASDAQ: STRA) (www.strategiceducation.com) is dedicated to helping advance economic mobility through higher education. We primarily serve working adult students globally through our core focus areas: 1) U.S. Higher Education, including Strayer University and Capella University, each institutionally accredited, and collectively offer flexible and affordable associate, bachelor’s, master’s, and doctoral programs including the Jack Welch Management Institute at Strayer University, and non-degree web and mobile application development courses through Strayer University’s Hackbright Academy and Devmountain; 2) Education Technology Services, developing and maintaining relationships with employers to build education benefits programs providing employees access to affordable and industry-relevant training, certificate, and degree programs, including through Workforce Edge, a full-service education benefits administration solution for employers, and Sophia Learning, enabling education benefits programs through low-cost online general education-level courses that are ACE-recommended for college credit; and 3) Australia/New Zealand, comprised of Torrens University, Think Education, and Media Design School that collectively offer certificate and degree programs in Australia and New Zealand. This portfolio of high quality, innovative, relevant, and affordable programs and institutions helps our students prepare for success in today’s workforce and find a path to bettering their lives.

Contacts

Elaine Kincel
202-557-4920
Elaine.Kincel@strategiced.com

XML

Document and Entity Information	Sep. 09, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 09, 2022
Entity Registrant Name	Strategic Education, Inc.
Entity Incorporation, State or Country Code	MD
Entity File Number	0-21039
Entity Tax Identification Number	52-1975978
Entity Address, Address Line One	2303 Dulles Station Boulevard
Entity Address, City or Town	Herndon
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	20171
City Area Code	703
Local Phone Number	561-1600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001013934
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	STRA
Security Exchange Name	NASDAQ
Entity Information, Former Legal or Registered Name	N/A