APEI American Public Education Inc

On March 20, 2023, in connection with the appointment of Mr. Braner to the Board, the Company entered into a Cooperation Agreement by and among the Company, 325 Capital LLC, 325 Capital Master Fund LP, 325 Capital GP LLC, Daniel M. Friedberg, Anil K. Shrivastava, and Mr. Braner (the “325 Capital Investors”) (the “Cooperation Agreement”). The Cooperation Agreement documents the appointment of Mr. Braner to the Board and the agreement that Mr. Braner will be nominated for election to the Board at the 2023 Annual Meeting.

The Cooperation Agreement (a) contains certain customary standstill provisions applicable to the 325 Capital Investors and other related persons, prohibiting them from, among other things, (i) engaging in any solicitation of proxies or consents, (ii) encouraging any person to submit nominees or seeking to effect the election, removal, or replacement of directors, (iii) forming or joining any Section 13(d) group with respect to the Company’s stock (iv) depositing any securities of the Company in any voting trust or subjecting any securities of the Company to any arrangement or agreement with respect to the voting of any securities of the Company, (v) presenting any proposal for consideration by stockholders of the Company at any annual or special meeting of stockholders, and (vi) making any public proposal to change or influence the Board, Company management, or the direction of certain Company matters, and other enumerated actions during the period commencing on the date of the Cooperation Agreement until the Termination Date (as defined below) (the “Standstill Period”) and the occurrence of certain other termination events related to the occurrence of a material breach of the Cooperation Agreement set forth therein, (b) contains certain mutual non-disparagement obligations during the Standstill Period, (c) provides that if Mr. Braner becomes incapacitated and ceases to serve as director, then, subject to certain conditions, the 325 Capital Investors may recommend a person to be a replacement director who qualifies as independent, has the relevant financial and business experience to be a director of the Company, and is reasonably acceptable to the Nominating and Corporate Governance Committee of the Board and the Board, and (e) provides that the 325 Capital Investors will vote at the 2023 Annual Meeting in favor of the election of all the director nominees recommended for election by the Board and otherwise in accordance with the Board’s recommendation on all other proposals, subject to certain limited exceptions.

The Cooperation Agreement terminates upon the later of (a) the earlier of (i) 30 days prior to the deadline under the Company’s Fifth Amended and Restated Bylaws for director nominations and stockholder proposals (the “Nomination Notice Deadline”) for the 2024 Annual Meeting, (ii) 100 days prior to the first anniversary of 2023 Annual Meeting, and (iii) such date that is ten business days after the Company’s receipt of notice from any of the 325 Capital Investors specifying a material breach of this Agreement by the Company; provided that such material breach is not cured within such ten business day period and (b) the date when the Mr. Braner is not on the Board (the “Termination Date”); provided that the Company agrees to provide notice to the Investors at least 15 days prior to Nomination Notice Deadline whether or not it will nominate Mr. Braner for election to the Board at the 2024 Annual Meeting.

The foregoing description of the Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Cooperation Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.2 and is incorporated herein by reference.