PRDO Perdoceo Education Corporation

 

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): February 03, 2025

 

 

PERDOCEO EDUCATION CORPORATION

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware			0-23245	36-3932190
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
1750 E. Golf Rd. Suite 350
Schaumburg, Illinois				60173
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 847 781-3600

 

(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:

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		The Nasdaq Global 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. ☐

 

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 3, 2025, the Board of Directors (the “Board”) of Perdoceo Education Corporation (the "Company") appointed Hanna Skandera to the Board for a term expiring at the 2025 annual meeting of stockholders, or until her successor is elected or qualified or until her earlier resignation or removal. Ms. Skandera’s appointment follows a February 3, 2025 vote by the Board to expand the number of eligible Board seats from eight to nine.

A copy of the press release announcing Ms. Skandera’s appointment is attached as Exhibit 99.1.

As a non-employee director of the Company, Ms. Skandera will receive an annual retainer of $80,000, payable in quarterly installments. In addition, an individual meeting fee of $1,500 will be paid to non-employee directors for each Board and committee meeting commencing with the eighteenth Board or eighteenth committee meeting in the 12-month period following the annual meeting of the Company's stockholders. The final quarterly payment with respect to a calendar year is contingent on the director having attended at least 75% of the aggregate of the total number of Board meetings (held during the portion of the year for which such individual has been a director) plus the total number of meetings held by all committees of the Board on which such person served (during the portion of the year that the person served on such committee). In the event the director has not achieved this attendance level, the director will forfeit the entire amount of the final quarterly retainer payment. This forfeiture provision does not apply to (1) Board meeting fees or committee meeting fees payable when the Board or committee holds 18 or more meetings during the 12-month period following the annual meeting of the Company's stockholders, or (2) equity awards (described below). All non-employee directors are reimbursed for their reasonable out-of-pocket expenses incurred in attending Board and committee meetings and associated with Board or committee responsibilities, including attendance at one director education program each year.

In addition, under the director compensation program adopted effective May 23, 2024, each non-employee director receives an annual grant of restricted stock units on the date of the annual meeting of stockholders with a target value at grant of $125,000, and new directors who join the Board during the year receive a pro rata equity award for their partial year of service. Each restricted stock unit represents the contingent right to receive one share of the Company’s common stock after one year, subject to continued Board service during the applicable annual directors’ term of office. In accordance with this director compensation program, on February 21, 2025, Ms. Skandera will receive a prorated award equal to the number of restricted stock units with a target value of $31,250. These restricted stock units will vest on March 14, 2026, subject to continued service on the Board.

As a non-employee director, Ms. Skandera will be subject to the Company’s stock ownership guidelines (as described in the Company’s proxy statement for its 2024 annual meeting of stockholders).

Ms. Skandera is covered by our directors' and officers' insurance policy and also has an indemnification agreement providing indemnification and advancement of expenses to the fullest extent permitted by Delaware law (a form of which is filed as Exhibit 10.9 to our Quarterly Report on Form 10-Q for the period ended June 30, 2016).

There have been no transactions since the beginning of the last fiscal year, or any currently proposed transactions, in which the Company or any of its affiliates was or is to be a participant and in which Ms. Skandera has or had a direct or indirect material interest, nor does Ms. Skandera have any family relationship with any director or executive officer of the Company.

Ms. Skandera has not yet been named to any committees of the Board.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The exhibits required by Item 601 of Regulation S-K are listed in the “Exhibit Index” which is contained in this Current Report on Form 8-K and are incorporated by reference herein.

Exhibit Index

Exhibit Number		Description of Exhibits
99.1		Press release of the Company dated February 7, 2025 reporting new director appointment.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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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.

			PERDOCEO EDUCATION CORPORATION
Date:	February 7, 2025	By:	/s/ Ashish R. Ghia
			Ashish R. Ghia Senior Vice President and Chief Financial Officer

 

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Hanna Skandera Joins Perdoceo Education Corporation Board of Directors

 

February 7, 2025

 

SCHAUMBURG, Ill.--(BUSINESS WIRE)--Perdoceo Education Corporation (NASDAQ: PRDO), a provider of postsecondary education programs, today announced that Hanna Skandera has been appointed to the Company’s Board of Directors. Ms. Skandera’s appointment follows a February 3, 2025 vote by the Board of Directors to expand the number of eligible board seats from eight to nine.

 

Ms. Skandera currently serves as president and CEO of the Daniels Fund. The Daniels Fund is a $1.7 billion philanthropic organization that equips people to reach their fullest potential. The Fund provides grants to highly effective nonprofits, has launched the National Civics Bee which is now in 200 cities across 40 states, and provides college scholarships to the next generation of America’s leaders. The Daniels Fund has given away $1.2 billion to more than 6,000 grantees and over 5,000 Daniels Scholars since its founding in 2000. Joining the organization’s board in 2019 and taking the helm in 2021, Ms. Skandera demonstrates a strong commitment to impact and positively influence American life.

 

Ms. Skandera is nationally recognized for her bold leadership, entrepreneurial vision, and focus on outcomes. As Secretary of Education in New Mexico under Governor Susana Martinez, Ms. Skandera realized significant improvements in academic achievement and effective management of a $2.7 billion budget. She previously served as Undersecretary for California Governor Schwarzenegger and as Deputy Commissioner for Florida Governor Jeb Bush, as well as Deputy Chief of Staff and Senior Policy Advisor at the U.S. Department of Education.

 

In addition to her policy and business acumen, Ms. Skandera has served as visiting professor at the Pepperdine School of Public Policy, a Distinguished Teaching Fellow at Harvard Kennedy School, and a research fellow with the Hoover Institution at Stanford University. Pepperdine has honored her as both a Distinguished Alumna and an Outstanding Woman in Leadership.

 

Ms. Skandera serves on the boards of Daniels Fund, Denver Metro Chamber of Commerce, MGT, Philanthropy Roundtable, and Risepoint.

 

“We are extremely pleased to have Hanna Skandera join our board,” said Greg Jackson, Chairman of the Board of Directors. “With her proven leadership and extensive knowledge in education, Ms. Skandera will add invaluable experience and insight to our board.”

 

About Perdoceo Education Corporation

 

Perdoceo’s accredited academic institutions offer a quality postsecondary education to a diverse student population, with fully online, campus-based and hybrid programs. The Company’s academic institutions – Colorado Technical University (“CTU”), the American InterContinental University System (“AIUS” or “AIU System”) and University of St. Augustine for Health Sciences ("USAHS") – provide degree programs from the associate through doctoral level as well as non-degree seeking and professional development programs. Our academic institutions offer students industry-relevant and career-focused academic programs that are designed to meet the educational needs of today’s busy adults. CTU and AIUS continue to show innovation in higher education, advancing personalized learning technologies like their intellipath® learning platform and using data analytics and technology to serve and educate students while enhancing overall learning and academic experiences. USAHS is one of the nation's leading universities offering graduate health sciences degrees, primarily in physical therapy, occupational therapy, speech language therapy and nursing, as well as continuing education programs. Perdoceo's academic institutions are committed to providing quality education that closes the gap between learners who seek to advance their careers and employers needing a qualified workforce. For more information, please visit www.perdoceoed.com.

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CONTACT

Investors:

Alpha IR Group

Stephen Poe or Nick Nelson

(312) 445-2870

PRDO@alpha-ir.com

 

or

 

Media:

Perdoceo Education Corporation

(847) 585-2600

media@perdoceoed.com

 

Source: Perdoceo Education Corporation

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Document And Entity Information	Feb. 03, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 03, 2025
Entity Registrant Name	PERDOCEO EDUCATION CORPORATION
Entity Central Index Key	0001046568
Entity Emerging Growth Company	false
Entity File Number	0-23245
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	36-3932190
Entity Address, Address Line One	1750 E. Golf Rd.
Entity Address, Address Line Two	Suite 350
Entity Address, City or Town	Schaumburg
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60173
City Area Code	847
Local Phone Number	781-3600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	PRDO
Security Exchange Name	NASDAQ

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