Strategic Education Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect twelve directors named in the proxy for one-year terms.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2026.

   More detail

   This management proposal asks shareholders to ratify the Audit Committee and Board’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2026. Management and the Audit Committee note Deloitte has been serving as the Company’s auditor since Q1 2025 following the dismissal of PwC and that ratification is customary to allow shareholder input though not technically required; the Board recommends a vote FOR. The proposal is routine and relates to auditor appointment and oversight; the Audit Committee has reviewed Deloitte’s independence and recommended its engagement, and the proxy discloses Deloitte’s 2025 fees and that all services were pre-approved by the Audit Committee. Approving this proposal signals shareholder support for the Audit Committee’s selection, while a negative vote would not necessarily require immediate action but would be considered by the Audit Committee in future auditor selection decisions. Given the routine nature of auditor ratifications and the Board’s recommendation, management advises voting FOR to ratify Deloitte’s appointment.

3. 3

   Advisory Vote on the Compensation of the Named Executive Officers (Say on Pay

   ManagementBoard: FOR

   Advisory (non-binding) vote to approve the compensation of the named executive officers as disclosed in the proxy statement.

   More detail

   This management proposal asks shareholders to cast an advisory, non-binding vote to approve the 2025 compensation of the named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables. Management and the Board recommend a vote FOR, arguing that the compensation program aligns NEO pay with company performance and long-term stockholder interests through a mix of salary, performance-based non-equity incentives, and performance-based equity with robust vesting criteria tied to accreditation, regulatory compliance, and financial metrics. The proposal is advisory and non-binding, but the Board and Compensation Committee will consider the vote results when making future compensation decisions. Given past support (over 98% in 2025 for the 2024 compensation) and the governance features described (clawbacks, double-trigger change-in-control, stock ownership guidelines, and no hedging/pledging), management recommends FOR to reaffirm the company’s compensation policies.

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When is the Strategic Education Inc 2026 annual meeting?

Strategic Education Inc (STRA) holds its 2026 annual shareholder meeting on Wednesday, April 22, 2026.

What is the record date for the Strategic Education Inc 2026 meeting?

The record date for the Strategic Education Inc 2026 meeting is Tuesday, March 3, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Strategic Education Inc's 2026 meeting?

The board is presenting 12 director nominees at the Strategic Education Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Strategic Education Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Strategic Education Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.