Perdoceo Education Corp

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect nine directors to the Board for one-year terms.

2. 2

   Approval of Perdoceo Education Corporation 2026 Long-Term Incentive Plan

   ManagementBoard: FOR

   Approve the 2026 Long-Term Incentive Plan to authorize 4,500,000 shares for equity awards and replace the 2016 Plan.

   More detail

   Proposal asks shareholders to approve the Company’s 2026 Long-Term Incentive Plan establishing a 4.5 million share reserve (plus replenishment rules tied to forfeitures under the 2016 Plan) to support equity compensation for employees and non-employee directors. Management seeks approval to replace the prior 2016 Plan because it needs a new share authorization and updated plan terms (including minimum vesting, limits on repricing without shareholder approval, director annual limits, anti-dilution adjustments and Clawback Policy), and to ensure continued alignment of employee incentives with long-term company performance. The plan includes typical governance protections—no evergreen replenishment, limited liberal share recycling, a 5% carve-out for awards with shorter vesting, and double-trigger change-in-control vesting—while permitting a broad set of award types (options, SARs, RSUs, performance awards, etc.). The Board recommends FOR because the reserve is expected to support multi-year grants (company estimates ~6 years of equity grants), aligns with competitive market practices, and imposes limits intended to protect shareholders (e.g., no repricing without approval). Key considerations for an analyst include the 4.5M share size relative to 62.7M shares outstanding (roughly 7.2% raw reserve; company reports ~9.2% overhang including outstanding awards), the plan’s fungible share counting for awards from the 2016 Plan, the lack of evergreen features which limits automatic replenishment, and board discretion around adjustments for corporate events. Potential shareholder concerns include the size of the reserve and use of fungible counting for replacement of 2016 Plan awards; however, management argues the requested shares are reasonable given historical run rates (~1.0% per year) and expected grant needs.

3. 3

   Advisory Vote to Approve Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation paid to named executive officers as disclosed in proxy statements.

   More detail

   This non-binding advisory proposal asks shareholders to endorse the Company's 2025 executive compensation as disclosed in the proxy, including CD&A, tables and narrative. Management designs compensation to link pay to both short-term and long-term performance, using AOI-based annual incentives and performance-based RSUs with 0–200% payout range and time-based RSUs for retention. The Board supports the program, points to high levels of performance (AIP paid at 200%) and recent vesting outcomes as evidence of alignment. For analysts, considerations include the balance of pay-for-performance (significant pay at risk), the use of AOI as principal metric, recent strong payouts and vesting (e.g., 2023 PSUs vested at 200%), and governance safeguards (clawback policy, independent compensation committee, independent consultant). The vote's non-binding nature means the Board will consider results when setting future pay but is not compelled to change practices.

4. 4

   Ratification of Selection of Grant Thornton LLP as Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify Grant Thornton LLP as independent registered public accounting firm for fiscal year ending December 31, 2026.

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When is the Perdoceo Education Corp 2026 annual meeting?

Perdoceo Education Corp (PRDO) holds its 2026 annual shareholder meeting on Thursday, May 21, 2026.

What is the record date for the Perdoceo Education Corp 2026 meeting?

The record date for the Perdoceo Education Corp 2026 meeting is Friday, March 27, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Perdoceo Education Corp's 2026 meeting?

The board is presenting 9 director nominees at the Perdoceo Education Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Perdoceo Education Corp 2026 meeting?

Shareholders will vote on 4 proposals at the Perdoceo Education Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.