Grand Canyon Education (LOPE) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for June 10, 2025, with voting on director elections, executive compensation, and auditor ratification.

• Proxy materials are available online, with options for electronic or paper delivery, and voting can be done online, by phone, mail, or in person.

• Only shareholders of record as of April 16, 2025, are eligible to vote.

Voting matters and shareholder proposals

• Shareholders will vote to elect six directors, approve executive compensation (say-on-pay), and ratify KPMG LLP as the independent auditor for 2025.

• The board recommends voting FOR all director nominees, FOR the advisory vote on executive compensation, and FOR auditor ratification.

• Majority voting is required for director elections, and advisory votes on compensation are non-binding but considered by the board.

• Deadlines and procedures for shareholder proposals and nominations for the 2026 meeting are specified.

Board of directors and corporate governance

• The board consists of six members, five of whom are independent; three are women and two identify with underrepresented groups.

• Annual elections are held for all directors, with no staggered terms.

• The board conducts regular performance evaluations and has a lead independent director.

• All key committees (Audit, Compensation, Nominating and Corporate Governance) are fully independent.

• The company has a majority voting policy for directors and no poison pill.

• Stock ownership policies require executives and directors to maintain significant equity stakes.

• Anti-hedging and anti-pledging policies are in place for directors, officers, and employees.