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): May 22, 2025

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 5.07	Submission of Matters to a Vote of Security Holders.

The Company held its annual meeting of stockholders on May 22, 2025 (the “Annual Meeting”). At the Annual Meeting, the following matters were voted on:

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


Directors:	Votes For:	Against:	Abstain:	Broker Non-Votes:
Dennis H. Chookaszian	54,155,117	1,751,439	16,251	4,763,953
Kenda B. Gonzales	55,747,521	157,697	17,589	4,763,953
Patrick W. Gross	54,746,024	1,160,424	16,359	4,763,953
William D. Hansen	54,907,834	994,183	20,790	4,763,953
Gregory L. Jackson	54,021,456	1,880,533	20,818	4,763,953
Todd S. Nelson	55,240,151	663,960	18,696	4,763,953
Hanna Skandera	55,866,874	36,162	19,771	4,763,953
Leslie T. Thornton	53,568,969	2,337,568	16,270	4,763,953
Alan D. Wheat	55,156,708	362,118	403,981	4,763,953

Each nominee was elected.

(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:
53,991,646	1,836,289	94,872	4,763,953

Proposal 2 was approved on an advisory basis.

(3) 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, 2025:


Votes For:	Against:	Abstain:
60,346,769	321,817	18,174

Proposal 3 was approved.


PERDOCEO EDUCATION CORPORATION

By:		/s/ Greg E. Jansen
		Greg E. Jansen
		Senior Vice President, General Counsel and
		Corporate Secretary


Dated:		May 28, 2025