PRDO Perdoceo Education Corp - 8-K

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Perdoceo Education Corporation (the " Company ") held its annual meeting of stockholders on May 21, 2026 (the “ Annual Meeting ”). At the Annual Meeting, the Company’s stockholders approved the Perdoceo Education Corporation 2026 Long-Term Incentive Plan (the " 2026 Plan "). Under the 2026 Plan, 4,500,000 Shares are authorized for issuance, plus any Shares underlying Awards granted under the Perdoceo Education Corporation Amended and Restated 2016 Incentive Compensation Plan (the “ 2016 Plan ”) that, after the effective date of the 2026 Plan, expire, terminate or are canceled or forfeited under the terms of the 2016 Plan.

A summary of the 2026 Plan was included in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on Apri1 9, 2026, in the section entitled “PROPOSAL 2: Approval of Perdoceo Education Corporation 2026 Long-Term Incentive Plan,” and is incorporated herein by reference. The information included herein relating to the 2026 Plan is qualified in its entirety by reference to the actual terms of the 2026 Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

On May 21, 2026, in connection with stockholder approval of the 2026 Plan, the Compensation Committee of the Board of Directors (the " Committee ") of the Company approved the following forms of award agreements under the 2026 Plan:

•

a form of restricted stock unit award agreement, which is attached as Exhibit 10.2;

•

a form of performance share unit award agreement, which is attached as Exhibit 10.3; and

•

a form of restricted stock unit award agreement for non-employee directors, which is attached as Exhibit 10.4.

The amount and terms of each award are determined by the Committee in its sole discretion and will be set forth in an individual’s applicable award agreement. The current forms of award agreements contain terms that are substantially similar to the terms of the existing forms of award agreements under the 2016 Plan. The foregoing description of the award agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the forms attached hereto as Exhibits 10.2, 10.3 and 10.4.

Item 5.07

Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the following matters were voted on:

(1) The Company’s stockholders voted as follows to elect nine directors to the Company’s Board of Directors:

Directors:

Votes For:

Against:

Abstain:

Broker Non-Votes:

Dennis H. Chookaszian

52,077,303

2,131,513

2,893

4,273,446

Kenda B. Gonzales

53,729,151

479,429

3,129

4,273,446

Patrick W. Gross

52,132,896

2,075,820

2,993

4,273,446

William D. Hansen

53,293,465

915,429

2,815

4,273,446

Gregory L. Jackson

51,883,090

2,324,857

3,762

4,273,446

Todd S. Nelson

53,346,107

862,609

2,993

4,273,446

Hanna Skandera

54,002,764

206,022

2,923

4,273,446

Leslie T. Thornton

51,422,513

2,786,159

3,037

4,273,446

Alan D. Wheat

53,518,792

325,112

367,805

4,273,446

(2) The Company’s stockholders approved the Perdoceo Education Corporation 2026 Long-Term Incentive Plan, by the votes set forth in the table below:

Votes For:

Against:

Abstain:

Broker Non-Votes:

51,753,505

2,443,873

14,331

4,273,446

(3) The Company’s stockholders approved, on a nonbinding advisory basis, the executive compensation paid by the Company to its named executive officers, by the votes set forth in the table below:

Votes For:

Against:

Abstain:

Broker Non-Votes:

53,091,201

1,058,312

62,196

4,273,446

(4) The Company’s stockholders voted as follows to ratify the selection of Grant Thornton LLP as the independent registered public accounting firm to audit the Company’s financial statements for the year ended December 31, 2026:

Votes For:

Against:

Abstain:

57,810,135

671,429

3,591

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The exhibits to this Current Report on Form 8-K are listed in the “Exhibit Index” which is contained herein and incorporated herein by reference.

Exhibit Index

Exhibit

Number

Description of Exhibit

*10.1

Perdoceo Education Corporation 2026 Long-Term Incentive Plan.

*10.2

Form of Restricted Stock Unit Award Agreement under the 2026 Plan.

*10.3

Form of Performance Share Unit Award Agreement under the 2026 Plan.

*10.4

Form of Restricted Stock Unit Award Agreement (Non-Employee Director) under the 2026 Plan.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Management contract or compensatory plan or arrangement.