Stride Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As noted below under Item 5.07, at the Annual Meeting of Stockholders (the “Annual Meeting”) of Stride, Inc. (the “Company”) held on December 4, 2025, the Company’s stockholders, upon the recommendation of the Board of Directors of the Company (the “Board”), approved the amendment and restatement of the Company’s 2016 Equity Incentive Award Plan (the “2016 Plan”), which increased the number of shares of common stock available for issuance by 740,000 shares and extended the term of the 2016 Plan to October 17, 2035.
Also as noted below under Item 5.07, at the Annual Meeting the Company’s stockholders, upon the recommendation of the Board, approved the Company’s 2025 Employee Stock Purchase Plan (the “ESPP”), which provides eligible employees with an opportunity to participate in the ownership of the Company by purchasing the Company’s common stock at a discount through payroll deductions. The ESPP authorizes the issuance of 4,000,000 shares of the Company’s common stock.
A more detailed description of the material terms of the 2016 Plan and ESPP was included in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on October 24, 2025 (the “Proxy Statement”), and such description is hereby incorporated by reference herein. The foregoing and the summary in the Proxy Statement are not complete summaries of the terms of the 2016 Plan and ESPP and are qualified by reference to the text of the 2016 Plan and the ESPP, which are included as Exhibits 10.1 and 10.2 hereto, respectively, and are incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Annual Meeting was held on December 4, 2025. The Company previously filed with the SEC the Proxy Statement and related materials pertaining to this meeting, which describe in detail each of the five proposals submitted to stockholders at the meeting. The final results for the votes regarding each proposal are set forth below.
Proposal 1: Election of Directors
The eight nominees for the Board were elected to hold office until the next annual meeting of stockholders or until such time as their respective successors are elected and qualified or their earlier resignation, death, or removal from office. The tabulation of votes is set forth below:
| For | Withheld | Broker Non-Vote | ||||||||||
| Aida M. Alvarez | 35,496,488 | 796,875 | 2,984,069 | |||||||||
| Steven B. Fink | 34,564,141 | 1,729,222 | 2,984,069 | |||||||||
| Robert E. Knowling, Jr. | 34,886,950 | 1,406,413 | 2,984,069 | |||||||||
| Allison Lawrence | 35,613,225 | 680,138 | 2,984,069 | |||||||||
| Liza McFadden | 33,983,683 | 2,309,680 | 2,984,069 | |||||||||
| James J. Rhyu | 34,118,553 | 2,174,810 | 2,984,069 | |||||||||
| Ralph Smith | 35,628,373 | 664,990 | 2,984,069 | |||||||||
| Joseph A. Verbrugge | 35,530,691 | 762,672 | 2,984,069 | |||||||||
Proposal 2: Ratification of Appointment of Independent Auditor
The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2026 was ratified with 39,046,477 votes for, 68,426 votes against, 162,529 abstentions, and no broker non-votes.
Proposal 3: Advisory Vote to Approve Named Executive Officer Compensation
The compensation paid to the Company’s named executive officers, as disclosed in the Compensation Discussion and Analysis and the accompanying tables in the Proxy Statement, was approved on an advisory basis (non-binding). There were 29,512,235 votes for, 6,530,915 votes against, 250,213 abstentions, and 2,984,069 broker non-votes.
Proposal 4: Approval of Amendment and Restatement of the 2016 Plan
The amendment and restatement of the 2016 Plan was approved with 32,010,680 votes for, 4,118,836 votes against, 163,847 abstentions, and 2,984,069 broker non-votes.
Proposal 5: Approval of the ESPP
The ESPP was approved with 35,999,777 votes for, 156,376 votes against, 137,210 abstentions, and 2,984,069 broker non-votes.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
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.
| Stride, Inc. | ||
| Date: December 10, 2025 | By: | /s/ Greerson G. McMullen Sr. |
| Name: | Greerson G. McMullen Sr. | |
| Title: | Executive Vice President, General Counsel and Secretary | |