Perdoceo Education (PRDO) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 21, 2026, with voting on key proposals including director elections, executive compensation, and the new long-term incentive plan.

• Shareholders of record as of March 27, 2026, are eligible to vote, with 62,701,405 shares outstanding, each entitled to one vote per matter.

• Voting can be conducted via Internet, phone, mail, or in person, with proxy holders authorized to vote on additional matters as needed.

Voting matters and shareholder proposals

• Proposals include electing nine directors, approving the 2026 Long-Term Incentive Plan, an advisory vote on executive compensation, and ratifying Grant Thornton LLP as auditor.

• The board recommends voting FOR all proposals.

• Shareholder proposals for the 2027 meeting must be submitted 90–120 days before May 21, 2027.

Board of directors and corporate governance

• The board consists of nine members, with Gregory Jackson as independent Chairman since November 2023.

• All directors attended at least 75% of meetings in 2025; board committees are composed entirely of independent directors.

• The board emphasizes diversity, with three female and two African-American/Black directors.

• Committees include Audit, Compensation, Compliance and Risk, and Nominating and Governance, each with defined responsibilities.