8-K

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): June 20, 2023

Grand Canyon Education, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-34211	20-3356009
(State or other Jurisdiction of	(Commission File Number)	(IRS Employer Identification No.)
Incorporation)

2600 W. Camelback Road
Phoenix, Arizona	85017
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (602) 247-4400

(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(s)	Name of each exchange on which registered
Common Stock	LOPE	Nasdaq Global Select Market

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 5.07.Submission of Matters to a Vote of Security Holders.

On June 20, 2023, Grand Canyon Education, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). The total number of shares of the Company’s common stock, par value of $0.01 per share, voted in person or by proxy at the Annual Meeting was 28,411,761, representing approximately 92.4% of the 30,750,457 shares that were outstanding and entitled to vote as of the record date. The following matters, which were described in the Company’s definitive Proxy Statement filed with the Securities and Exchange Commission on April 26, 2023, were voted upon at the Annual Meeting, and the number of votes cast for and against, as well as abstentions and broker non-votes, if applicable, with respect to each such matter is set forth below.

1) The stockholders elected the nominees listed below as Directors of the Company, each to serve until the Company’s 2024 Annual Meeting of Stockholders or until his or her respective successor is elected and qualified or until his or her earlier resignation or removal.

Director	For	Against	Abstain	Broker Non Votes
Brian E. Mueller	26,725,810	882,331	12,663	790,957
Sara R. Dial	26,758,749	850,168	11,887	790,957
Jack A. Henry	26,003,776	1,605,028	12,000	790,957
Lisa Graham Keegan	26,784,913	823,902	11,989	790,957
Chevy Humphrey	26,699,767	908,937	12,100	790,957
David M. Adame	26,850,494	757,873	12,437	790,957

2) The stockholders approved, on an advisory basis, the compensation of our named executive officers.

	For	Against	Abstain	Broker Non Votes
Compensation of Officers	26,613,475	994,646	12,683	790,957

3) The stockholders approved, on an advisory basis, the frequency of future advisory votes on executive compensation.

	Every Year	Every 2 Years	Every 3 Years	Abstain	Broker Non Votes
Frequency of Advisory Votes	26,546,352	218,487	843,317	11,648	790,957

4)

4) The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.

	For	Against	Abstain
Ratification of KPMG LLP	27,881,070	518,184	12,507

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, thereunto duly authorized.

7
		GRAND CANYON EDUCATION, INC.
Date:	June 22, 2023	By:	/s/ Daniel E. Bachus
		Daniel E. Bachus
		Chief Financial Officer
		(Principal Financial Officer)

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Document and Entity Information	Jun. 20, 2023
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Jun. 20, 2023
Entity File Number	001-34211
Entity Registrant Name	Grand Canyon Education, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	20-3356009
Entity Address, Address Line One	2600 W. Camelback Road
Entity Address, State or Province	AZ
Entity Address, City or Town	Phoenix
Entity Address, Postal Zip Code	85017
City Area Code	602
Local Phone Number	247-4400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	LOPE
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001434588
Amendment Flag	false