Legacy Education Sets Virtual Shareholder Meeting for Dec. 16

TL;DR

**LGCY's virtual annual meeting is a routine governance check, but pay attention to director elections and auditor ratification for stability.**

AI Summary

Legacy Education Inc. (LGCY) is holding its 2025 Annual Meeting of Shareholders virtually on December 16, 2025, at 1:00 p.m. Eastern Time. Shareholders will vote on two key proposals: the election of six directors to serve a one-year term expiring at the 2026 annual meeting, and the ratification of L J Soldinger Associates, LLC as the independent registered public accounting firm for the fiscal year ending June 30, 2026. The Board unanimously recommends voting 'FOR' both proposals. As of the record date, October 17, 2025, there were 12,564,370 shares of common stock issued and outstanding, with each share representing one vote. The company is leveraging SEC rules to provide proxy materials online, mailing a Notice of Internet Availability of Proxy Materials around October 24, 2025, to reduce costs and paper usage. Shareholders can vote via internet, mail, phone, or during the virtual meeting. The quorum requirement for the meeting is 4,188,124 shares, representing one-third of the outstanding shares.

Why It Matters

This DEF 14A filing outlines the upcoming annual meeting, which is crucial for Legacy Education Inc. as it seeks shareholder approval for its board of directors and independent auditor. For investors, these votes directly impact corporate governance and financial oversight, influencing confidence in the company's leadership and financial reporting integrity. The shift to a virtual meeting format reflects a broader market trend towards digital engagement, potentially increasing accessibility for some shareholders while posing challenges for others. In a competitive landscape, strong governance and transparent financial practices are vital for attracting and retaining investment, especially for a company like LGCY.

Risk Assessment

Risk Level: low — The filing primarily details routine corporate governance matters, specifically the election of six directors and the ratification of the independent auditor, L J Soldinger Associates, LLC. There are no indications of contentious proposals, significant financial distress, or major strategic shifts that would elevate the risk profile. The Board's unanimous recommendation 'FOR' both proposals further suggests a low-risk, standard annual meeting agenda.

Analyst Insight

Investors should review the backgrounds of the six director nominees to ensure they align with their governance expectations and consider the implications of ratifying L J Soldinger Associates, LLC as the auditor. While these are routine proposals, active participation ensures shareholder voices are heard on fundamental corporate oversight. Vote 'FOR' or 'AGAINST' based on your assessment of the board's performance and the auditor's independence.

Key Numbers

• December 16, 2025 — Date of 2025 Annual Meeting (Key date for shareholder participation)
• 1:00 p.m. Eastern Time — Time of 2025 Annual Meeting (Specific time for the virtual meeting)
• October 17, 2025 — Record Date (Date for determining shareholders entitled to vote)
• 12,564,370 — Shares of common stock outstanding (Total shares entitled to vote as of the Record Date)
• 6 — Number of directors to be elected (Number of board members up for election)
• 4,188,124 — Quorum requirement (Minimum shares needed for the meeting to conduct business (one-third of outstanding shares))
• June 30, 2026 — Fiscal year end for auditor appointment (Period for which L J Soldinger Associates, LLC is being ratified)
• October 24, 2025 — Date Notice of Internet Availability of Proxy Materials mailed (Date proxy materials were made available to shareholders)

Key Players & Entities

• Legacy Education Inc. (company) — Registrant and subject of the DEF 14A filing
• LGCY (company) — Ticker symbol for Legacy Education Inc.
• LeeAnn Rohmann (person) — Chief Executive Officer and Chairman of the Board of Directors
• L J Soldinger Associates, LLC (company) — Independent registered public accounting firm
• Securities and Exchange Commission (regulator) — Regulatory body overseeing the filing
• Equiniti Trust Company, LLC (company) — Transfer agent for Legacy Education Inc.
• Nevada (company) — State of incorporation for Legacy Education Inc.
• New York Stock Exchange (company) — Exchange whose Rule 452.11 is referenced regarding broker non-votes

FAQ

Industry Context

Legacy Education Inc. operates within the education services sector, which is characterized by evolving delivery methods (online vs. in-person) and increasing regulatory scrutiny. The sector faces competition from traditional institutions and newer online learning platforms, requiring companies to adapt their offerings and demonstrate value to attract and retain students.

Regulatory Implications

As a publicly traded company, Legacy Education Inc. is subject to SEC regulations, including proxy solicitations and financial reporting requirements. The company's use of the Notice of Internet Availability of Proxy Materials demonstrates compliance with SEC rules aimed at reducing costs and environmental impact. Potential regulatory changes in the education sector could also impact operations and compliance.

What Investors Should Do

1. Vote on the election of six directors to the Board of Directors. The Board unanimously recommends voting 'FOR'.
2. Ratify the appointment of L J Soldinger Associates, LLC as the independent registered public accounting firm for the fiscal year ending June 30, 2026. The Board unanimously recommends voting 'FOR'.
3. Review the proxy materials available online at www.virtualshareholdermeeting.com/LGCY2025 to understand the proposals and make an informed voting decision.
4. Ensure your vote is cast by the deadline, either online, by phone, by mail, or during the virtual meeting on December 16, 2025.

Key Dates

• 2025-12-16: 2025 Annual Meeting of Shareholders — Shareholders will vote on director elections and auditor ratification. The meeting is virtual.
• 2025-10-17: Record Date — Determines which shareholders are entitled to vote at the Annual Meeting. 12,564,370 shares of common stock were outstanding.
• 2025-10-24: Mailing of Notice of Internet Availability of Proxy Materials — Informs shareholders how to access proxy materials online, reducing costs.
• 2026-06-30: Fiscal year end for auditor appointment — The period for which L J Soldinger Associates, LLC is being ratified as the independent registered public accounting firm.

Glossary

DEF 14A

A proxy statement filed by a company with the SEC detailing information about the annual meeting of shareholders, including proposals to be voted on, director nominees, and executive compensation. (This document is the primary source of information for shareholders regarding the upcoming annual meeting and voting matters.)

Notice of Internet Availability of Proxy Materials

A document sent to shareholders informing them that proxy materials are available online, providing instructions on how to access them and vote. (Indicates the company's strategy to reduce printing and mailing costs by making proxy materials accessible digitally.)

Record Date

A specific date set by the company to determine which shareholders are eligible to receive notice of and vote at a shareholder meeting. (Establishes the shareholder base for the 2025 Annual Meeting, with 12,564,370 shares outstanding on October 17, 2025.)

Quorum

The minimum number of shares that must be represented at a meeting (either in person or by proxy) for business to be legally transacted. (For Legacy Education Inc.'s meeting, 4,188,124 shares (one-third of outstanding shares) are required to constitute a quorum.)

Independent Registered Public Accounting Firm

An external audit firm that is independent of the company and is responsible for auditing the company's financial statements. (Shareholders are asked to ratify the appointment of L J Soldinger Associates, LLC for the fiscal year ending June 30, 2026.)

Year-Over-Year Comparison

This filing pertains to the 2025 Annual Meeting, and direct year-over-year comparisons of financial metrics are not available within this proxy statement. However, the company is utilizing SEC rules to provide proxy materials online, a common practice to reduce costs and environmental impact compared to previous methods of distributing full paper copies.

Filing Documents

• formdef14a.htm (DEF 14A) — 307KB
• formdef14a_001.jpg (GRAPHIC) — 11KB
• proxycard_001.jpg (GRAPHIC) — 406KB
• proxycard_002.jpg (GRAPHIC) — 426KB
• 0001493152-25-019285.txt ( ) — 1470KB

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 14 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 16 PROPOSAL 2: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 17

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 18 SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS 19 DELIVERY OF DOCUMENTS TO SHAREHOLDERS SHARING AN ADDRESS 20 ANNUAL REPORT 21 OTHER MATTERS 21 i QUESTIONS AND ANSWERS ABOUT THIS PROXY MATERIAL AND VOTING Why did I Receive a Notice of Internet Availability of Proxy Materials in the Mail instead of a Full Set of Proxy Materials? We are pleased to take advantage of the Securities and Exchange Commission (“SEC”) rule that allows companies to furnish their proxy materials over the Internet. Accordingly, we have sent to our shareholders of record a Notice of Internet Availability of Proxy Materials. Instructions on how to access the proxy materials over the Internet free of charge or to request a paper copy may be found in the Notice. Our shareholders may request to receive proxy materials in printed form by mail or electronically on an ongoing basis. A shareholder’s election to receive proxy materials by mail or electronically will remain in effect until the shareholder changes its election. What Does it Mean if I Receive More than One Notice? If you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on each Notice to ensure that all of your shares are voted. How do I attend the Annual Meeting? The Annual Meeting will be held virtually on December 16, 2025, at 1:00 p.m. Eastern Time at www.virtualshareholdermeeting.com/LGCY2025 . Information on how to vote at the Annual Meeting is discussed below. Who May Attend the Annual Meeting? Only record holders and beneficial owners of our common stock, or their duly authorized proxies, may attend the Annual Meeting. If your shares of common stock are held in street name, you will need to bring a copy of a brokerage statement or other documentation reflecting your stock ownership as of the Record

View Full Filing

View this DEF 14A filing on SEC EDGAR