American Public Education (APEI) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on May 23, 2025, with stockholders voting on director elections, an amendment to the 2017 Omnibus Incentive Plan, executive compensation, and auditor ratification.

• The company reported strong 2024 financial results, including $624.6 million in revenue, $0.55 EPS, and year-over-year enrollment growth across its institutions.

• Strategic initiatives include consolidating APUS, Rasmussen University, and Hondros College of Nursing into a single institution to drive operational synergies and expand support for students and alumni.

• The board emphasizes inclusivity, accessibility, and engagement through a virtual meeting format and ongoing stockholder outreach.

Voting matters and shareholder proposals

• Stockholders will vote on: (1) election of seven directors, (2) amendment to the 2017 Omnibus Incentive Plan, (3) advisory approval of executive compensation, and (4) ratification of Deloitte as independent auditor.

• The board recommends voting FOR all proposals.

• No other business is currently anticipated at the meeting.

Board of directors and corporate governance

• Six of seven director nominees are independent; all board committees are fully independent.

• Board refreshment continues, with four of six non-employee directors joining in the last three years and a new chair appointed in March 2025.

• Board committees oversee risk, compensation, and governance, with annual evaluations of board and committee performance.

• Stock ownership guidelines require significant equity holdings for executives and directors.

• Policies prohibit hedging and pledging of company securities by insiders.