Grand Canyon Education Inc

This proposal asks stockholders to approve the Grand Canyon Education, Inc. 2026 Equity Incentive Plan (the “2026 Plan”), which the Board adopted subject to stockholder approval and which would replace the company’s 2017 Equity Incentive Plan. If approved the 2026 Plan becomes effective at the annual meeting and the 2017 Plan will be terminated so no new awards can be granted under the 2017 Plan; the proposed reserve is up to 1,498,282 shares (including 788,282 shares remaining available under the 2017 Plan plus 710,000 new shares and limited replenishment tied to forfeitures/expirations). Management frames the plan as a critical tool to attract and retain talent and align employee incentives with long-term stockholder value given the company’s historical use of restricted stock grants and an average burn rate well below market benchmarks. Key governance features emphasized by the Board include prohibition on repricing options/SARs without stockholder approval, minimum one‑year vesting (with limited 5% exception), limits on nonemployee director annual awards, performance-based awards with pre-established goals, and a ten‑year plan term. The Committee will administer awards, retain discretion over terms (subject to plan limits), and the proposal explains share counting, anti-dilution adjustments, and tax/Section 409A considerations. The Board argues that without approval the company would lose a key recruiting and retention tool after May 13, 2027 and might have to increase cash compensation, which could be costly and misalign incentives. The recommended vote is FOR because the Board believes the plan size, design and protective features are appropriate given historical grant practices, the company’s equity metrics, and the need to maintain competitive long-term compensation arrangements. Vote mechanics: approval requires a majority of shares present or represented and entitled to vote; broker non-votes will have no effect while abstentions count as against the proposal.

This advisory, non-binding proposal asks stockholders to approve the company’s executive compensation as disclosed in the Compensation Discussion and Analysis and related tables ('Say-on-Pay'). Management is seeking a favorable advisory vote to confirm stockholder support for the Board’s compensation policies and to inform future decisions by the Compensation Committee. The company’s program emphasizes pay-for-performance: annual cash bonuses under the Annual Cash Incentive Plan are based 100% on company financial metrics (50% revenue and 50% Adjusted EBITDA for NEOs), with threshold/target/maximum payout bands (50%/100%/150% of target per metric) and a multi-year time-based equity program (restricted stock vesting over five years with 20% annual vesting) intended to retain executives and align their interests with long-term stockholders. The Compensation Discussion and Analysis highlights governance practices (no tax gross-ups, clawback policy, limited severance, double-trigger change-in-control vesting, independent Compensation Committee oversight and occasional use of external consultants) and cites historically strong stockholder support for Say-on-Pay votes (e.g., ~93.7% support in 2025). Management notes the vote is advisory only and will not bind the Board but will be considered by the Compensation Committee when evaluating pay programs. The Board recommends FOR, arguing that the structure and outcomes of the compensation program reasonably align executives with company performance, preserve retention, and incorporate governance safeguards; the proposal requires a majority of votes cast to pass, broker non-votes will not affect the outcome and abstentions are treated as votes against.