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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):
 
December 7, 2023
 

 
Stride, Inc.
 
 
(Exact name of registrant as specified in its charter)
 

Delaware
 
001-33883
 
95-4774688
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)

11720 Plaza America Drive, 9th Floor, Reston, Virginia
 
20190
(Address of principal executive offices)
 
(Zip Code)

Registrant’s telephone number, including area code:
 
(703) 483-7000

 

 
 
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 Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock, $0.0001 par value per share
LRN
New York Stock Exchange (NYSE)

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 annual meeting of the stockholders of Stride, Inc. (the “Company”) was held on December 7, 2023.  The Company previously filed with the Securities and Exchange Commission a definitive proxy statement and related materials pertaining to this meeting, which describe in detail each of the five proposals submitted to stockholders at the meeting.  The final results for the votes regarding each proposal are set forth below.

Proposal 1:  Election of Directors
 
The ten nominees for the Board of Directors were elected to hold office until the next annual meeting of stockholders or until such time as their respective successors are elected and qualified or their earlier resignation, death, or removal from office. The tabulation of votes is set forth below:
 
 
 
For
 
Withheld
 
Broker Non-Vote
 
Aida M. Alvarez
 
34,753,849
  
1,895,647
  
1,979,998
 
Craig R. Barrett
 
34,596,394
  
2,053,102
  
1,979,998
 
Robert L. Cohen
 
35,328,936
  
1,320,560
  
1,979,998
 
Steven B. Fink
 
34,969,108
  
1,680,388
  
1,979,998
 
Robert E. Knowling, Jr.
 
35,940,426
  
709,070
  
1,979,998
 
Allison Lawrence
 
36,462,830
  
186,666
  
1,979,998
 
Liza McFadden
 
34,527,265
  
2,122,231
  
1,979,998
 
James J. Rhyu
  
36,397,017
  
252,479
  
1,979,998
 
Ralph Smith
  
36,094,200
  
555,296
  
1,979,998
  
Joseph A. Verbrugge
  
36,292,534
  
356,962
  
1,979,998
 
 
Proposal 2:  Ratification of Appointment of Independent Auditor

The appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2024 was ratified with 36,960,473 votes for, 1,282,500 votes against, 386,521 abstentions, and no broker non-votes.

Proposal 3:  Advisory Vote to Approve Named Executive Officer Compensation
 
The compensation paid to the Company’s named executive officers, as disclosed in the Compensation Discussion and Analysis and the accompanying tables in the proxy statement, was approved on an advisory basis (non-binding). There were 33,715,882 votes for, 2,519,857 votes against, 413,757 abstentions, and 1,979,998 broker non-votes.

Proposal 4:  Advisory Vote on the Frequency of Future Advisory Votes to Approve Named Executive Officer Compensation

A frequency of one year was approved on an advisory basis (non-binding) as the recommended frequency of future advisory votes to approve executive compensation (“Say on Pay”) with 33,207,569 votes for one year, 8,037 votes for two years, 3,059,665 votes for three years, 374,225 abstentions, and 1,979,998 broker non-votes.
 
Based on these voting results, the Board of Directors of the Company has determined that the Company will hold future Say on Pay votes every year, until the next required advisory vote on the frequency of Say on Pay.

Proposal 5:  Stockholder Proposal regarding a Report on Lobbying

The stockholder proposal regarding a report on lobbying activities and expenditures was not approved. There were 17,857,527 votes for, 18,249,329 votes against, 542,640 abstentions, and 1,979,998 broker non-votes.



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.

 
 Stride, Inc.
 
 
 
 
 
 
Date:      December 7, 2023 By:  /s/Vincent W. Mathis
 
 Name: Vincent W. Mathis
 
 Title:
Executive Vice President, General Counsel and Secretary