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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): June 20, 2023

Grand Canyon Education, Inc.

(Exact name of registrant as specified in its charter)

Delaware

    

001-34211

    

20-3356009

(State or other Jurisdiction of

(Commission File Number)

(IRS Employer Identification No.)

Incorporation)

2600 W. Camelback Road

Phoenix, Arizona

85017

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (602) 247-4400

(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(s)

Name of each exchange on which registered

Common Stock

LOPE

Nasdaq Global Select 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. 

Item 5.07.Submission of Matters to a Vote of Security Holders.

On June 20, 2023, Grand Canyon Education, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). The total number of shares of the Company’s common stock, par value of $0.01 per share, voted in person or by proxy at the Annual Meeting was 28,411,761, representing approximately 92.4% of the 30,750,457 shares that were outstanding and entitled to vote as of the record date. The following matters, which were described in the Company’s definitive Proxy Statement filed with the Securities and Exchange Commission on April 26, 2023, were voted upon at the Annual Meeting, and the number of votes cast for and against, as well as abstentions and broker non-votes, if applicable, with respect to each such matter is set forth below.

1)The stockholders elected the nominees listed below as Directors of the Company, each to serve until the Company’s 2024 Annual Meeting of Stockholders or until his or her respective successor is elected and qualified or until his or her earlier resignation or removal.

Director

    

For

    

Against

    

Abstain

    

Broker Non Votes

 

Brian E. Mueller

26,725,810 

882,331 

12,663 

790,957 

Sara R. Dial

26,758,749 

850,168 

11,887 

790,957 

Jack A. Henry

26,003,776 

1,605,028 

12,000 

790,957 

Lisa Graham Keegan

26,784,913 

823,902 

11,989 

790,957 

Chevy Humphrey

26,699,767 

908,937 

12,100 

790,957 

David M. Adame

26,850,494 

757,873 

12,437 

790,957 

2)The stockholders approved, on an advisory basis, the compensation of our named executive officers.

    

For

    

Against

    

Abstain

    

Broker Non Votes

 

Compensation of Officers

26,613,475 

994,646 

12,683 

790,957 

3)The stockholders approved, on an advisory basis, the frequency of future advisory votes on executive compensation.

Every

Year

Every

2 Years

Every

3 Years

Abstain

Broker Non Votes

Frequency of Advisory Votes

26,546,352

218,487

843,317

11,648

790,957

4)

4)The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.

    

For

    

Against

    

Abstain

    

 

Ratification of KPMG LLP

27,881,070 

518,184 

12,507 

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, thereunto duly authorized.

7

GRAND CANYON EDUCATION, INC.

Date:

June 22, 2023

By:

/s/ Daniel E. Bachus

Daniel E. Bachus

Chief Financial Officer

(Principal Financial Officer)