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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 10, 2021

 

  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.)

 

2300 Corporate Park Drive, Herndon,
Virginia
  20171
(Address of principal executive offices)  (Zip Code)

 

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

  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:

 

¨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 10, 2021.  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 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 nine nominees for the Board of Directors of the Company 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   31,135,459   3,114,360   2,629,767  
Craig R. Barrett   33,014,218   1,235,601   2,629,767  
Robert L. Cohen   33,914,519   335,300   2,629,767  
Nathaniel A. Davis   31,506,397   2,743,422   2,629,767  
Steven B. Fink   31,377,195   2,872,624   2,629,767  
Victoria D. Harker   23,412,115   10,837,704   2,629,767  
Robert E. Knowling, Jr.   33,430,471   819,348   2,629,767  
Liza McFadden   33,858,790   391,029   2,629,767  
James J. Rhyu   33,796,948   452,871   2,629,767  

 

Proposal 2:  Ratification of Appointment of Independent Auditor

 

The appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2022 was ratified with 36,327,849 votes for, 152,984 votes against, 398,753 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 25,565,621 votes for, 8,247,486 votes against, 436,712 abstentions, and 2,629,767 broker non-votes.

 

Proposal 4: Stockholder Proposal regarding a Report on Lobbying

 

The stockholder proposal regarding a report on lobbying that was included in the proxy statement was not considered or voted on at the annual meeting because the stockholder proponent did not send a representative to the annual meeting to present its proposal.

 

 

 

 

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 20, 2021 By: /s/Vincent W. Mathis
    Name: Vincent W. Mathis
    Title: Executive Vice President, General Counsel and Secretary