Grand Canyon Education (LOPE) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 10, 2026, with voting on key proposals including director elections, a new equity incentive plan, executive compensation, and auditor ratification.

• Shareholders of record as of April 16, 2026, are eligible to vote in person or by proxy, with options for online, phone, or mail voting.

• Proxy materials are distributed primarily via internet to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Six directors are up for election to serve until the 2027 annual meeting.

• Proposal to adopt the 2026 Equity Incentive Plan, replacing the 2017 plan, authorizing up to 1,498,282 shares for awards.

• Advisory vote on executive compensation (Say-on-Pay) is held annually.

• Ratification of KPMG LLP as independent auditor for fiscal year 2026.

• No shareholder proposals or director nominations were received for this meeting.

Board of directors and corporate governance

• Board consists of six members, five of whom are independent; annual elections are held.

• Lead independent director role is established when CEO and Chairman roles are combined.

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

• Majority voting policy for directors; directors not receiving a majority must tender resignation.

• Stock ownership policy requires executives and directors to hold significant equity stakes.

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