Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its annual meeting of stockholders on
Votes For: Against: Abstain: Broker Non-Votes:
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: 52,228,195 723,949 209,032 4,801,697 Proposal 2 was approved on an advisory basis. (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.
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(4) The Company's stockholders voted as follows to ratify the selection of
0 Proposal 4 was approved. (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. Item 9.01 Financial Statements and Exhibits. (d) Exhibits The exhibits to this Current Report on Form 8-K are listed in the "Exhibit Index" which is contained herein and incorporated herein by reference. Exhibit Index Exhibit Description of Exhibit Number 3.1 Certificate of Amendment of the Restated Certificate of Incorporation ofPerdoceo Education Corporation datedMay 25, 2023 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3
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