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): May 22, 2026
American Public Education, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-33810 | 01-0724376 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 111 W. Congress Street Charles Town, West Virginia | 25414 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 304-724-3700
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, $0.01 par value per share | APEI | 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 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. |
The 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of American Public Education, Inc. (the “Company”) was held on May 22, 2026. As of March 26, 2026, the date of record for determining the stockholders entitled to vote on the proposals presented at the Annual Meeting, there were 18,411,154 shares of Company common stock issued and outstanding and entitled to vote at the Annual Meeting. The holders of 16,460,441 shares of the Company’s issued and outstanding common stock were represented in person or by proxy at the Annual Meeting, constituting a quorum. The vote results detailed below represent final results as certified by the inspector of elections.
Proposal No. 1 – Election of Directors.
The Company’s stockholders elected the following persons, who were listed in the Proxy Statement, to the Board to hold office for a term expiring at the 2027 Annual Meeting of Stockholders, and until each such person’s successor is elected and qualified or until his or her earlier death, resignation or removal:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||
| Granetta B. Blevins | 14,355,995 | 276,830 | 4,844 | 1,822,772 | ||||||||||||
| Michael D. Braner | 14,523,526 | 111,903 | 2,240 | 1,822,772 | ||||||||||||
| Anna M. Fabrega | 14,522,513 | 112,903 | 2,253 | 1,822,772 | ||||||||||||
| Daniel S. Pianko | 14,404,515 | 229,419 | 3,735 | 1,822,772 | ||||||||||||
| Angela K. Selden | 14,584,849 | 50,567 | 2,253 | 1,822,772 | ||||||||||||
| Richard J. Statuto | 14,401,329 | 229,326 | 7,014 | 1,822,772 | ||||||||||||
Proposal No. 2 – Advisory Vote on the Compensation Paid to Our Named Executive Officers.
The Company’s stockholders approved, by a non-binding advisory vote, the compensation paid to the Company’s named executive officers. The votes regarding this proposal were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 13,019,893 | 188,783 | 1,428,993 | 1,822,772 | |||||||||||
Proposal No. 3 – Ratification of Appointment of Independent Registered Public Accounting Firm.
The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The votes regarding this proposal were as follows:
| Votes For | Votes Against | Abstentions | ||||||||
| 16,381,313 | 56,296 | 22,832 | ||||||||
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.
| American Public Education, Inc. | ||
| Date: May 26, 2026 | By: | /s/ Edward Codispoti |
| Edward Codispoti | ||
| Executive Vice President and Chief Financial Officer | ||