UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| | Date of Report (Date of Earliest Event Reported): | | May 15, 2024 | |
| | Stride, Inc. | |
| | (Exact name of registrant as specified in its charter) | |
| Delaware | | 001-33883 | | 95-4774688 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| 11720 Plaza America Drive, 9th Floor, Reston, Virginia | | 20190 |
| (Address of principal executive offices) | | (Zip Code) |
| Registrant’s telephone number, including area code: | | (703) 483-7000 |
| | | |
| | Former name or former address, if changed since last report | |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
|
| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Common Stock, $0.0001 par value per share | LRN | New York Stock Exchange (NYSE) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 15, 2024, Dr. Craig R. Barrett notified Stride, Inc. (the “Company”) of his decision not to stand for re-election to the board of directors of the Company (the “Board”) at the 2024 annual meeting of stockholders (“Annual Meeting”) and will retire from the Board and from the role of Chair of the Board, effective at the conclusion of the Annual Meeting. Dr. Barrett confirmed to the Board that his decision not to stand for re-election was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. The Board also determined that, effective at the conclusion of the 2024 Annual Meeting, the size of the Board shall be decreased to eight directors.
| Item 7.01. | Regulation FD Disclosure. |
On May 15, 2024, the Company determined that the Company’s Chief Executive Officer, James J. Rhyu, will succeed Dr. Barrett as Chair of the Board and that Steven B. Fink will be appointed as the Company’s lead independent director, both effective at the conclusion of the Annual Meeting.
The information set forth in this Item 7.01 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information set forth in this Item 7.01 shall not be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
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: May 17, 2024 | By: /s/ Vincent W. Mathis |
| | | Name: | Vincent W. Mathis |
| | | Title: | Executive Vice President, General Counsel and Secretary |
